Common use of Change in Control Termination Clause in Contracts

Change in Control Termination. Notwithstanding Section 2.4(c) above, if prior to but in connection with a Change in Control or during the 18 month period following a Change in Control (i) Executive’s employment with the Company or its successor is terminated by the Company or its successor without Cause (other than by reason of the Company’s or its successors election and timely notice to terminate Executive’s employment at the end of the Initial Term or any Renewal Period in accordance with Section 2.4(a) hereof or by reason of death or disability), or (ii) Executive terminates his employment with the Company or its successor for Good Reason, Executive shall, subject to satisfaction of the Release Condition described in Section 2.4(e) below, be entitled to: (1) all previously earned and accrued but unpaid Base Salary up to the date of such termination; (2) severance pay in an amount equal to 18 months of Base Salary paid in equal installments on the dates on which Executive’s Base Salary would otherwise have been paid in accordance with the Company’s normal payroll dates in effect as of the date of Executive’s termination of employment as if Executive’s employment had continued for such period, provided that the delay of the payment of any such amounts pending satisfaction of the Release Condition described in Section 2.4(e) below shall be accumulated and paid on the first of the Company’s first such scheduled payroll date following satisfaction of the Release Condition; (3) a lump sum payment equal to one and one-half times the mean of payments under any short-term incentive or annual bonus plan maintained by the Company during each of the three calendar years prior to the year in which such termination occurs (or fewer calendar years if the Executive has not been a participant in the Company’s annual or short-term incentive bonus plan for the entirety of each such three prior calendar years), payable as soon as practicable following the Executive’s termination of employment, provided that in no event shall such lump-sum payment occur later than March 15 of the year following the year in which such termination occurs; and (4) for such period of time that Executive or any of Executive’s dependents is eligible for and elects COBRA continuation coverage (in accordance with Section 4980B of the Code), Executive’s cost of coverage shall be the employee contribution rate that would have applied if Executive had remained in active employment with the Company during such period, provided that any amounts payable to Executive in connection with this Section 2.4(d)(4) shall be paid on an after tax basis on the first regularly scheduled payroll date of each month for which such amount is payable. All payments shall be subject to deductions for customary withholdings, including, without limitation, federal and state withholding taxes and payroll taxes.

Change in Control Termination. Notwithstanding Section 2.4(c) aboveIf, during the Employment Period, the Company shall terminate the Executive’s employment without Cause (and other than upon the Executive’s death or Permanent Disability), or if prior to but the Executive shall terminate his employment for Good Reason, in either case, in connection with a Change in Control with, or during the 18 month period following within twelve (12) months following, a Change in Control (any such termination of employment, a “Change in Control Termination”), the Company shall have no further obligations to the Executive except as follows: (i) Executive’s employment with the Company or its successor is terminated by the Company or its successor without Cause (other than by reason of the Company’s or its successors election and timely notice to terminate Executive’s employment at the end of the Initial Term or any Renewal Period in accordance with Section 2.4(a) hereof or by reason of death or disability), or Accrued Benefits; (ii) Executive terminates his employment with the Prorated Target Bonus; (iii) the Company or its successor for Good Reasonshall pay the Executive, Executive shall, subject to satisfaction of on the Release Condition described in Section 2.4(e) below, be entitled to: (1) all previously earned and accrued but unpaid Base Salary up to 60th day following the date of such termination; (2) severance pay in an , a lump sum amount equal to 18 months the product of two times (2x) the sum of (A) the Annual Base Salary paid in equal installments on (which shall be the dates on which Executive’s Annual Base Salary would otherwise have been paid prior to any reduction if the termination is for Good Reason because of a reduction in accordance with the Company’s normal payroll dates in effect Annual Base Salary) plus (B) the Target Bonus Amount; and (iv) (A) the Initial LTIP Award to the extent outstanding as of the date of Executive’s termination and all outstanding Time Vesting LTIP Awards, if any, that are subject to forfeiture on the date of employment as termination shall fully vest and become non-forfeitable, and (B) all outstanding Performance Vesting LTIP Awards, if Executive’s employment had continued for such periodany, provided that are subject to forfeiture on the delay date of termination shall fully and immediately vest and become non-forfeitable at the greater of (1) one hundred percent (100%) of the payment number of any shares of Common Stock granted pursuant to each such amounts pending satisfaction award, or (2) the performance level that has been achieved as of the Release Condition described in Section 2.4(e) below shall be accumulated and paid on the first date of the Company’s first such scheduled payroll date following satisfaction of the Release Condition; (3) a lump sum payment equal to one and one-half times the mean of payments under any short-term incentive or annual bonus plan maintained by the Company during each of the three calendar years prior to the year in which such termination occurs (or fewer calendar years if the Executive has not been a participant in the Company’s annual or short-term incentive bonus plan for the entirety of each such three prior calendar years), payable as soon as practicable following the Executive’s termination of employment, provided that in no event shall such lump-sum payment occur later than March 15 of the year following the year in which such termination occurs; and (4) for such period of time that Executive or any of Executive’s dependents is eligible for and elects COBRA continuation coverage (in accordance with Section 4980B of the Code), Executive’s cost of coverage shall be the employee contribution rate that would have applied if Executive had remained in active employment with the Company during such period, provided that any termination. The amounts payable or to Executive in connection with be provided under this Section 2.4(d)(44(d) shall be in lieu of any amounts that would otherwise be paid on an after tax basis on the first regularly scheduled payroll date of each month for which such amount is payable. All payments shall be subject to deductions for customary withholdingsor provided under Section 4(a), including, without limitation, federal Section 4(b) and state withholding taxes and payroll taxesSection 4(c).

Change in Control Termination. Notwithstanding Section 2.4(c8.4.1 Upon the termination of the Employee’s employment hereunder pursuant to a Termination Without Cause or a Termination for Good Reason within twelve (12) above, if prior to but in connection with a Change in Control or during the 18 month period months following a Change in Control (i) Executive’s employment with such termination being referred to in this Agreement as a “Change in Control Termination”), neither the Employee nor her beneficiary or estate will have any further rights or claims against the Company or its successor is terminated by any Affiliates under this Agreement except to receive the Company or its successor without Cause following (other than by reason in the aggregate, the “Enhanced Severance Payments”): (i) Final Compensation in accordance with Section 8.1; (ii) an aggregate amount equal to twelve (12) months’ Base Salary; (iii) an aggregate amount equal to twelve (12) months of the Company’s or its successors election portion of monthly premiums for health, dental and timely notice to terminate Executive’s employment at vision insurance benefits as in effect for the end of the Initial Term or any Renewal Period in accordance with Section 2.4(a) hereof or by reason of death or disability), or (ii) Executive terminates his employment with the Company or its successor for Good Reason, Executive shall, subject to satisfaction of the Release Condition described in Section 2.4(e) below, be entitled to: (1) all previously earned and accrued but unpaid Base Salary up Employee immediately prior to the effective date of such termination; (2) severance pay in an amount equal to 18 months of Base Salary paid in equal installments on the dates on which Executive’s Base Salary would otherwise have been paid , payable in accordance with the Company’s normal payroll dates policies and at the same rate and in effect the same manner as set forth in Sections 3.1 and 3.4 hereof, plus any additional compensation as may be expressly required under applicable law; and (iv) a payment equal to pro-rated Target Bonus for the year of such employment termination (determined by multiplying the Target Bonus by a fraction, the numerator of which is the number of days during the fiscal year of termination that Employee is employed by the Company and the denominator of which is three hundred and sixty-five (365)), payable at the same time bonuses for such year are paid to other senior executives of the date Company (the “Pro-rated Bonus”). 8.4.2 Subject to Section 8.5, 14 and 15, Enhanced Severance Payments (other than Final Compensation) will be provided in the form of Executivesalary continuation, payable in equal installments in accordance with the Company’s termination of employment as if Executive’s employment had continued for such periodnormal payroll practices, during the twelve (12) month period following the Change in Control Termination, provided that the delay first such payment will be made on the next regular pay day following the date on which the Release of Claims becomes effective and irrevocable and will be retroactive to effective date of the payment termination of the Employee’s employment. 8.4.3 Notwithstanding anything to the contrary in any agreement between the Employee and the Company, upon a Change in Control Termination, the Employee will be entitled to one hundred percent (100%) accelerated vesting of any such amounts pending satisfaction then-outstanding unvested stock options, restricted stock or other equity awards granted to the Employee by the Parent Company, subject to Section 8.5, 14 and 15. 8.4.4 For purposes of this Agreement, “Change in Control” means the occurrence of any of the Release Condition described in Section 2.4(e) below shall be accumulated and paid on the first of the Company’s first such scheduled payroll date following satisfaction of the Release Condition; (3) a lump sum payment equal to one and one-half times the mean of payments under any short-term incentive or annual bonus plan maintained by the Company during each of the three calendar years prior to the year in which such termination occurs (or fewer calendar years if the Executive has not been a participant in the Company’s annual or short-term incentive bonus plan for the entirety of each such three prior calendar years), payable as soon as practicable following the Executive’s termination of employment, provided that in no event shall such lump-sum payment occur later than March 15 of the year following the year in which such termination occurs; and (4) for such period of time that Executive or any of Executive’s dependents is eligible for and elects COBRA continuation coverage (in accordance with Section 4980B of the Code), Executive’s cost of coverage shall be the employee contribution rate that would have applied if Executive had remained in active employment with the Company during such period, provided that any amounts payable to Executive in connection with this Section 2.4(d)(4) shall be paid on an after tax basis on the first regularly scheduled payroll date of each month for which such amount is payable. All payments shall be subject to deductions for customary withholdings, including, without limitation, federal and state withholding taxes and payroll taxes.following:

Change in Control Termination. Notwithstanding Section 2.4(c) aboveany other provision contained herein (including any expiration of the Term), if prior to but in connection with a Change in Control or during the 18 month period following a Change in Control (i) Executive’s employment with the Company or its successor hereunder is terminated by the Executive for Good Reason or by the Company or its successor without Cause (other than by reason on account of the Company’s or its successors election and timely notice to terminate Executive’s employment at the end of the Initial Term or any Renewal Period in accordance with Section 2.4(a) hereof or by reason of death or disabilityDisability), or in each case within twelve (12) months following a Change in Control, the Executive shall be entitled to receive the Severance Amount and Medical Benefits Continuation provided under Section 3.2(a), except that: (i) the Severance Amount shall be equal to two (2) times the sum of his Base Salary and Target Annual Bonus Opportunity amount, and payable in a lump sum; (ii) such pro rata bonus shall be deemed achieved at a target level of performance; and (iii) notwithstanding the terms of any equity incentive plan or award agreements, as applicable, all outstanding unvested stock options/stock appreciation rights granted to the Executive terminates during the Employment Term (including the Option) shall become fully vested and exercisable for six (6) months following the Change of Control date and all outstanding equity-based and other long-term compensation awards, other than stock options/stock appreciation rights, shall become fully vested and the restrictions thereon shall lapse; provided, that, any delays in the settlement or payment of such awards that are set forth in the applicable award agreement and that are required under Section 409A shall remain in effect. The Company’s obligations to provide the Severance Amount and Medical Benefit Continuation described in this Section 3.2(b) shall be conditioned upon the Executive’s continued compliance with his employment with obligations under Section 4 of this Agreement and the Executive’s execution and delivery to the Company or its successor for Good Reason, Executive shall, subject to satisfaction of the Release Condition described in Section 2.4(eattached hereto as Exhibit B and the period (if any) below, be entitled to: (1) all previously earned and accrued but unpaid Base Salary up to the date of such termination; (2) severance pay in an amount equal to 18 months of Base Salary paid in equal installments on the dates on during which Executive’s Base Salary would otherwise have been paid in accordance with the Company’s normal payroll dates in effect as of the date of Executive’s termination of employment as if Executive’s employment had continued for such period, provided that the delay of the payment of any such amounts pending satisfaction of the Release Condition described in Section 2.4(e) below shall can be accumulated and paid on the first of the Company’s first revoked has expired within such scheduled payroll date following satisfaction of the Release Condition; (3) a lump sum payment equal to one and one45-half times the mean of payments under any short-term incentive or annual bonus plan maintained by the Company during each of the three calendar years prior to the year in which such termination occurs (or fewer calendar years if the Executive has not been a participant in the Company’s annual or short-term incentive bonus plan for the entirety of each such three prior calendar years), payable as soon as practicable following the Executive’s termination of employment, provided that in no event shall such lump-sum payment occur later than March 15 of the year following the year in which such termination occurs; and (4) for such period of time that Executive or any of Executive’s dependents is eligible for and elects COBRA continuation coverage (in accordance with Section 4980B of the Code), Executive’s cost of coverage shall be the employee contribution rate that would have applied if Executive had remained in active employment with the Company during such day period, provided that any amounts payable to Executive in connection with this Section 2.4(d)(4) shall be paid on an after tax basis on the first regularly scheduled payroll date of each month for which such amount is payable. All payments shall be subject to deductions for customary withholdings, including, without limitation, federal and state withholding taxes and payroll taxes.

Change in Control Termination. Notwithstanding anything to the contrary set forth herein, in the event of a Change in Control Termination: (v) the Company shall pay to the Executive the Accrued Obligations; (vi) the Company shall pay to the Executive: (A) an amount equal to two (2.0) times the sum of (1) Executive’s then current Annual Base Salary and (2) then current Target Bonus Amount, (B) an amount equal to a pro rata Annual Bonus for the year of termination, calculated and paid in accordance with Section 2.4(c) above3(b), if which pro-ration shall reflect the number of days the Executive was employed by the Company in the applicable year prior to but the Date of Termination, and (C) provided that the Executive timely elects to continue his coverage in the Company’s group health plan under the federal law known as “COBRA”, a monthly amount equal to that portion of the monthly health premiums for such coverage paid by the Company on behalf of the Executive prior to the date of the Change in Control Termination until the date that is twenty-four (24) months following the date of the Change in Control Termination (the “Health Continuation Benefits”); (vii) with respect to the Sign-On Equity, (i) the time-based restricted stock units will fully accelerate as of the Date of Termination, and (ii) the performance-based restricted stock units shall be treated as earned at target levels (assuming the performance period had not yet ended) and shall vest on a pro rata basis based on the elapsed portion of the performance period prior to the Date of Termination; and (viii) any stock options, restricted stock, restricted stock units, performance stock units or similar awards (or any awards or rights issued in exchange for such grants in connection with a Change in Control or during the 18 month period following a Change in Control (iotherwise) Executive’s employment with the Company or its successor is terminated by the Company or its successor without Cause (other than by reason of the Company’s Sign-On Equity), shall be treated as follows: (A) such awards or its successors election and timely notice to terminate rights that vest solely based on the Executive’s employment at the end of the Initial Term or any Renewal Period in accordance with Section 2.4(a) hereof or by reason of death or disability), or (ii) Executive terminates his employment with the Company or its successor for Good Reason, Executive shall, subject to satisfaction of the Release Condition described in Section 2.4(e) below, be entitled to: (1) all previously earned and accrued but unpaid Base Salary up to the date of such termination; (2) severance pay in an amount equal to 18 months of Base Salary paid in equal installments on the dates on which Executive’s Base Salary would otherwise have been paid in accordance with the Company’s normal payroll dates in effect continued service over time shall immediately become fully vested as of the date of the Change in Control Termination and (B) such awards or rights that vest upon the occurrence of specified performance metrics, shall be treated as earned and vest as follows: (1) if the full performance period has elapsed as of the date of the Change in Control Termination, such awards and rights shall be earned based on actual achievement of the applicable performance goals, as provided in the applicable award agreement and shall immediately become vested without pro-ration and (2) otherwise, such awards and rights shall be earned based on assumed achievement of the applicable performance goals at 100% of the performance target, as provided in the applicable award agreement, and shall immediately vest as to a prorated portion of each such award or right based on the number of days of the Executive’s termination of actual employment as if Executive’s employment had continued for such period, provided that the delay of the payment of any such amounts pending satisfaction of the Release Condition described in Section 2.4(e) below shall be accumulated and paid on the first of the Company’s first such scheduled payroll date following satisfaction of the Release Condition; (3) a lump sum payment equal to one and one-half times the mean of payments under any short-term incentive or annual bonus plan maintained by other service with the Company during each of the three calendar years prior to the year Change in which such termination occurs (or fewer calendar years Control Termination during the applicable full performance period; provided, that, if the Executive has does not been experience a participant Change in Control Termination prior to the end of the applicable original performance period, such awards and rights shall be earned based on assumed achievement of the applicable performance goals at 100% of the performance target, as provided in the Company’s annual applicable award agreement, and shall be eligible to vest as of the last day of the applicable original performance period without pro-ration, subject to the terms of the applicable award agreement. Any stock options, restricted stock, restricted stock units, performance stock units or short-term incentive bonus plan similar awards (or any awards or rights issued in exchange for such grants in connection with a Change in Control or otherwise) that do not vest after application of the entirety preceding sentence or clause (iii) hereof shall be immediately forfeited without payment due thereon. Notwithstanding the foregoing, in the event that the Health Continuation Benefits would subject the Executive or the Company to any tax or penalty under the ACA or Section 105(h) of each such three prior calendar yearsthe Code (as defined below), or applicable subsequent regulations, guidance or successor statutes, the Executive and the Company agree to work together in good faith to restructure the Health Continuation Benefits in a manner that avoids such adverse consequences. All amounts payable as soon as practicable following hereunder (except the Executive’s termination of employmentpro rata Annual Bonus, provided that in no event shall such lump-sum payment occur later than March 15 of the year following the year in which such termination occurs; and (4) for such period of time that Executive or any of Executive’s dependents is eligible for and elects COBRA continuation coverage (payable in accordance with Section 4980B 3(b), the Accrued Obligations, which shall be calculated and paid in a lump sum in cash within thirty (30) days of the Code)date of the Change in Control Termination and the Health Continuation Benefits, Executive’s cost of coverage which shall be the employee contribution rate that would have applied if Executive had remained paid as described above in active employment with the Company during such period, provided that any amounts payable to Executive in connection with this Section 2.4(d)(45(d)) shall be paid on an after tax basis in cash in a lump sum on the first regularly scheduled payroll date that is the later of sixty (60) days following the date of each month for which the Change in Control Termination or sixty (60) days following the consummation of the Change in Control (except that, if the Change in Control Termination occurs due to a qualifying termination within six (6) months prior to a Change in Control, such amount payment will be made over the twenty-four (24) months following the Date of Termination, with the first payment(s) being payable in arrears on the date that is payablesixty (60) days following the Date of Termination). All payments Notwithstanding anything to the contrary set forth herein, the Executive shall not be subject entitled to deductions for customary withholdingsany payment or benefit pursuant to clauses (ii) or (iii) of this Section 5(d) unless the Executive shall have, includingat the written request of the Company or Holdco, without limitationexecuted the Release no later than twenty-one (21) days (or, federal if so instructed by the Company, forty-five (45) days) following the date of the Change in Control Termination and state withholding taxes and payroll taxesshall not have revoked such release in accordance with its terms.

Change in Control Termination. Notwithstanding Section 2.4(c) above, if prior to but in connection with a Change in Control or during the 18 month period following a Change in Control (i) Executive’s employment with the Company or its successor is terminated by the Company or its successor without Cause (other than by reason of the Company’s or its successors election and timely notice to terminate Executive’s employment at the end of the Initial Term or any Renewal Period in accordance with Section 2.4(a) hereof or by reason of death or disability), or (ii) Executive terminates his employment with the Company or its successor for Good Reason, Executive shall, subject to satisfaction of the Release Condition described in Section 2.4(e) below, be entitled to: (1) all previously earned and accrued but unpaid Base Salary up to the date of such termination; (2) severance pay in an amount equal to 18 months of Base Salary paid in equal installments on the dates on which Executive’s Base Salary would otherwise have been paid in accordance with the Company’s normal payroll dates in effect as of the date of Executive’s termination of employment as if Executive’s employment had continued for such period, provided that the delay of the payment of any such amounts pending satisfaction of the Release Condition described in Section 2.4(e) below shall be accumulated and paid on the first of the Company’s first such scheduled payroll date following satisfaction of the Release Condition; (3) a lump sum payment equal to one and one-half times the mean of payments payment obligations incurred (but not necessarily paid) under any short-term incentive or annual bonus plan maintained by the Company during with respect to each of the three calendar completed fiscal years or fiscal determination periods prior to the fiscal year in which such termination occurs (or fewer calendar fiscal years or fiscal periods if the Executive has not been a participant in the Company’s annual or short-term incentive bonus plan for the entirety of each such three prior calendar yearsfiscal years or fiscal determination periods), payable as soon as practicable following the Executive’s termination of employment, provided that in no event shall such lump-sum payment occur later than March 15 of the year following the year in which such termination occurs; and, and further provided that if the three fiscal years prior to the fiscal year in which such termination occurs includes a fiscal year or fiscal determination period that was less than 12 months in duration (i.e., a transition fiscal year), the payments described under this Section 2.4(c)(4) for such fiscal year or fiscal determination period shall, for purposes of this Section 2.4(c)(4), be annualized by multiplying the payout for such year or period by a fraction, the numerator of which is 12 and the denominator of which is the number of whole months during such year or period (4) for such period of time that Executive or any of Executive’s dependents is eligible for and elects COBRA continuation coverage (in accordance with Section 4980B of the Code), Executive’s cost of coverage shall be the employee contribution rate that would have applied if Executive had remained in active employment with the Company during such period, provided that any amounts payable to Executive in connection with this Section 2.4(d)(4) shall be paid on an after tax basis on the first regularly scheduled payroll date of each month for which such amount is payable. All payments shall be subject to deductions for customary withholdings, including, without limitation, federal and state withholding taxes and payroll taxes.

Change in Control Termination. Notwithstanding In addition to the payments and benefits provided in Section 2.4(c) above9(a), and subject to the provisions of Section 9(f), if prior to but in connection with a Change in Control or during the 18 month period following a Change in Control (i) Executive’s employment with the Company or its successor is terminated (x) by the Company or its successor without Cause (other than by reason of the Company’s or its successors election and timely notice to terminate Executive’s employment at the end of the Initial Term or any Renewal Period in accordance with Section 2.4(a) hereof or by reason of death or disability), or (iiy) by the Executive terminates his employment with the Company or its successor for Good Reason, Executive shall, subject to satisfaction in either case after the occurrence of the Release Condition described a Change in Section 2.4(e) below, be entitled to:Control, (1) all previously earned and accrued but unpaid Base Salary up to the date of such termination; (2) severance Company shall pay in the Executive an amount equal to 18 months 12 months’ Base Salary, which shall be payable in the form of Base Salary paid in equal installments on salary continuation commencing within 60 days following the dates on which Executive’s Base Salary would otherwise have been paid Date of Termination in accordance with the Company’s normal regular payroll dates practice or, if the Change of Control qualifies as a “change in effect ownership or effective control” within the meaning of Section 409A, in a cash lump sum payable within two and one-half months after the Executive’s “separation from service” as defined for purposes of Section 409A, (2) the Executive shall be entitled, if applicable, to a pro-rated bonus for the year of termination (other than 2013) (calculated at the end of the date fiscal year and then pro-rated through the Date of Executive’s termination of employment as if Executive’s employment had continued for such periodTermination), provided that the delay of applicable performance targets have been met and bonuses are paid generally to similarly situated executives at the payment of Company, and any such amounts pending satisfaction of the Release Condition described in Section 2.4(e) below payments shall be accumulated made when otherwise due in accordance with the provisions of Section 3 and paid on the first Section 4 of the Company’s first such scheduled payroll date following satisfaction of the Release Condition;this Agreement, (3) a lump sum payment equal to one and one-half times the mean of payments under any short-term incentive or annual bonus plan maintained by the Company during each of the three calendar years prior to the year in which shall immediately vest any outstanding unvested Restricted Stock Units and any such termination occurs (or fewer calendar years if the Executive has not been a participant in the Company’s annual or short-term incentive bonus plan for the entirety of each such three prior calendar years), payable as soon as practicable following the Restricted Stock Units shall be settled within 30 days after Executive’s termination “separation from service” as defined for purposes of employment, provided that in no event shall such lump-sum payment occur later than March 15 of the year following the year in which such termination occurs; andSection 409A, (4) the period for determining whether the performance conditions for vesting of any outstanding unvested Performance Restricted Stock Units have been satisfied shall be extended to the eighteen (18) month anniversary of the Date of Termination, and any Performance Restricted Stock Units which satisfy the performance conditions during such period shall be vested and settled within 30 days after the performance conditions have been satisfied, (5) the employment condition for vesting of time that Executive any outstanding unvested Performance Options shall be deemed satisfied, and the period for exercise of any Performance Options (to the extent otherwise exercisable) shall not expire until (i) the eighteen (18) month anniversary of the Date of Termination or any of (ii) if later, such date as the Executive’s dependents is eligible for and elects COBRA continuation coverage Service (as defined in accordance with Section 4980B of the Code), Executive’s cost of coverage shall be the employee contribution rate that would have applied if Executive had remained in active employment Omnibus Plan) with the Company during shall terminate (but in no event beyond the remaining term of the option), and (6) if Executive timely elects continuation coverage pursuant COBRA for Executive and his eligible dependents, within the time period prescribed by COBRA, the Company will monthly reimburse Executive for the COBRA premiums for such periodcoverage (at the coverage levels in effect immediately prior to the Date of Termination) for Executive and his covered dependents until the earliest of (x) twelve months from the Date of Termination or (y) the date on which the Executive is eligible to receive subsequent employer-provided coverage, provided provided, that such COBRA reimbursements will be made by the Company to the Executive consistent with the Company’s normal expense reimbursement policy and will be taxable to the extent required to avoid any amounts payable adverse consequences to the Executive in connection with this or to the Company under either Code Section 2.4(d)(4105(h) shall be paid on an after tax basis on or the first regularly scheduled payroll date Patient Protection and Affordable Care Act of each month for which such amount is payable. All payments shall be subject to deductions for customary withholdings, including, without limitation, federal and state withholding taxes and payroll taxes2010.

Change in Control Termination. (a) Notwithstanding Section 2.4(c) aboveany other provision contained herein, if prior to but in connection with a Change in Control or during the 18 month period following a Change in Control (i) Executive’s employment with the Company or its successor hereunder is terminated by the Executive for Good Reason or by the Company or its successor without Cause (other than by reason on account of the Company’s or its successors election and timely notice to terminate Executive’s employment at the end of the Initial Term or any Renewal Period in accordance with Section 2.4(a) hereof or by reason of death or disabilityDisability), in each case either concurrently with or within twenty-four (ii24) months following a Change in Control, the Executive terminates his employment with shall be entitled to receive the Company or its successor for Good Reason, Executive shallAccrued Amounts and, subject to satisfaction the Executive’s compliance with Section 6, Section 7 and Section 8 of this Agreement and his execution of a Release which becomes effective as provided therein, for which the Release Condition described Company assigns significant value in agreeing to this Section 2.4(e) below5.4, the Executive shall be entitled toto receive the following: (1) all previously earned and accrued but unpaid Base Salary up to the date of such termination; (2) severance pay in an amount equal to 18 months of Base Salary paid in equal installments on the dates on which Executive’s Base Salary would otherwise have been paid in accordance with the Company’s normal payroll dates in effect as of the date of Executive’s termination of employment as if Executive’s employment had continued for such period, provided that the delay of the payment of any such amounts pending satisfaction of the Release Condition described in Section 2.4(e) below shall be accumulated and paid on the first of the Company’s first such scheduled payroll date following satisfaction of the Release Condition; (3i) a lump sum payment upon the effectiveness of the Release equal to one three (3) times his average base salary and one-half times annual cash incentive payments (partial years being annualized) for the mean of payments immediately preceding five (5) taxable years (or such shorter period as the Executive was employed); (ii) If the Executive timely and properly elects continuation coverage under any short-term incentive or annual bonus plan maintained COBRA, the Company shall reimburse the Executive for the difference between the monthly COBRA premium paid by the Company during each Executive for himself and his dependents and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall be paid to the Executive on the fifteenth (15th) day of the three calendar years prior to month immediately following the year month in which such termination occurs (or fewer calendar years if the Executive has not been a participant in timely remits the Company’s annual or short-term incentive bonus plan for premium payment. The Executive shall be eligible to receive such reimbursement until the entirety of each such three prior calendar years), payable as soon as practicable following earliest of: (x) the Executive’s termination of employment, provided that in no event shall such lump-sum payment occur later than March 15 second year anniversary of the year following Termination Date; (y) the year in which such termination occursdate the Executive is no longer eligible to receive COBRA continuation coverage; and (4z) for such period the date on which the Executive receives/becomes eligible to receive substantially similar coverage from another employer. (b) The term “Change in Control” shall mean the occurrence of time that Executive any one or any of Executive’s dependents is eligible for and elects COBRA continuation coverage (in accordance with Section 4980B more of the Code), Executive’s cost of coverage shall be the employee contribution rate that would have applied if Executive had remained in active employment with the Company during such period, provided that any amounts payable to Executive in connection with this Section 2.4(d)(4) shall be paid on an after tax basis on the first regularly scheduled payroll date of each month for which such amount is payable. All payments shall be subject to deductions for customary withholdings, including, without limitation, federal and state withholding taxes and payroll taxes.following:

Change in Control Termination. Notwithstanding Section 2.4(c) aboveIf, during the Employment Period, the Company shall terminate the Executive's employment without Cause (and other than upon the Executive's death or Permanent Disability), or if prior to but the Executive shall terminate his employment for Good Reason, in either case, in connection with a Change in Control with, or during the 18 month period following within twelve (12) months following, a Change in Control (any such termination of employment, a “Change in Control Termination”), the Company shall have no further obligations to the Executive except as follows: (i) Executive’s employment with the Company or its successor is terminated by the Company or its successor without Cause (other than by reason of the Company’s or its successors election and timely notice to terminate Executive’s employment at the end of the Initial Term or any Renewal Period in accordance with Section 2.4(a) hereof or by reason of death or disability), or Accrued Benefits; (ii) Executive terminates his employment with the Prorated Bonus; (iii) the Company or its successor for Good Reasonshall pay the Executive, Executive shall, subject to satisfaction of on the Release Condition described in Section 2.4(e) below, be entitled to: (1) all previously earned and accrued but unpaid Base Salary up to 60th day following the date of such termination; (2) severance pay in an , a lump sum amount equal to 18 months the product of two times (2x) the sum of (A) the Annual Base Salary paid in equal installments on (which shall be the dates on which Executive’s Annual Base Salary would otherwise have been paid prior to any reduction if the termination is for Good Reason because of a reduction in accordance with the Company’s normal payroll dates in effect Annual Base Salary) plus (B) the Target Bonus Amount; and (iv) (A) all prior share Awards granted to Executive pursuant to any agreement(s) entered into prior to the Effective Date between Executive and the Company to the extent outstanding as of the date of Executive’s termination that are subject to forfeiture on the date of employment as if Executive’s employment had continued for such periodtermination shall fully vest and become non-forfeitable; provided, provided that the delay of the payment of any such amounts pending satisfaction of the Release Condition described in Section 2.4(e) below Awards that are subject to performance-based vesting restrictions or conditions shall instead be accumulated and paid on the first of the Company’s first such scheduled payroll date following satisfaction of the Release Condition; (3) a lump sum payment equal to one and one-half times the mean of payments under any short-term incentive or annual bonus plan maintained by the Company during each of the three calendar years prior to the year in which such termination occurs (or fewer calendar years if the Executive has not been a participant in the Company’s annual or short-term incentive bonus plan for the entirety of each such three prior calendar years), payable as soon as practicable following the Executive’s termination of employment, provided that in no event shall such lump-sum payment occur later than March 15 of the year following the year in which such termination occurs; and (4) for such period of time that Executive or any of Executive’s dependents is eligible for and elects COBRA continuation coverage (treated in accordance with clause (C) of this Section 4980B 4(d)(iv); (B) all outstanding Time Vesting LTIP Awards, if any, that are subject to forfeiture on the date of termination shall fully vest and become non-forfeitable, and (C) all outstanding Performance Vesting LTIP Awards, if any, that are subject to forfeiture on the date of termination shall fully and immediately vest and become non-forfeitable at the greater of (1) one hundred percent ( 100%) of the Code)number of shares of Common Stock granted pursuant to each such award, Executive’s cost or (2) the performance level that has been achieved as of coverage shall be the employee contribution rate that would have applied if Executive had remained in active employment with the Company during such period, provided that any date of termination. The amounts payable or to Executive in connection with be provided under this Section 2.4(d)(44(d) shall be in lieu of any amounts that would otherwise be paid on an after tax basis on the first regularly scheduled payroll date of each month for which such amount is payable. All payments shall be subject to deductions for customary withholdingsor provided under Section 4(a), including, without limitation, federal Section 4(b) and state withholding taxes and payroll taxesSection 4(c).

Change in Control Termination. Notwithstanding Section 2.4(c8.4.1 Upon the termination of the Employee’s employment, for any reason except for a Termination for Cause, an Involuntary Termination or a Voluntary Termination without Good Reason, within twelve (12) above, if prior to but in connection with a Change in Control or during the 18 month period months following a Change in Control (such termination being referred to in this Agreement as a “Change in Control Termination”), neither the Employee nor his beneficiary or estate will have any further rights or claims against the Company or any Affiliates under this Agreement except to receive the following (in the aggregate, the “Enhanced Severance Payments”): (i) ExecutiveFinal Compensation in accordance with Section 8.1; (ii) an aggregate amount equal to fifteen (15) months’ Base Salary (the “CiC Severance Period”); (iii) subject to the last sentence of Section 8.3.1(iii), COBRA Continuation Benefits during the CiC Severance Period; (iv) the Pro-rated Bonus; and (v) subject to the provisions of Section 3.2 acceleration of any unvested Equity Incentive Awards; provided, however, that the Employee will have one (1) year to exercise such Equity Incentive Awards upon termination of the Employee’s employment with the Company or its successor is terminated by the Company or its successor without Cause Company. 8.4.2 Subject to Section 8.5, 14 and 15 Enhanced Severance Payments (other than by reason Final Compensation) will be provided in the form of the Company’s or its successors election and timely notice to terminate Executive’s employment at the end of the Initial Term or any Renewal Period in accordance with Section 2.4(a) hereof or by reason of death or disability)salary continuation, or (ii) Executive terminates his employment with the Company or its successor for Good Reason, Executive shall, subject to satisfaction of the Release Condition described in Section 2.4(e) below, be entitled to: (1) all previously earned and accrued but unpaid Base Salary up to the date of such termination; (2) severance pay in an amount equal to 18 months of Base Salary paid payable in equal installments on the dates on which Executive’s Base Salary would otherwise have been paid in accordance with the Company’s normal payroll dates practices, during the twelve (12) month period following the Change in effect as of the date of Executive’s termination of employment as if Executive’s employment had continued for such periodControl Termination, provided that the delay first such payment will be made on the next regular pay day following the date on which the Release of Claims becomes effective and irrevocable and will be retroactive to effective date of the payment termination of the Employee’s employment. 8.4.3 Notwithstanding anything to the contrary in any agreement between the Employee and the Company, upon a Change in Control Termination, the Employee will be entitled to one hundred percent (100%) accelerated vesting of any such amounts pending satisfaction of then-outstanding unvested Equity Incentive Awards or other equity awards granted to the Release Condition described in Section 2.4(e) below shall be accumulated and paid on the first of the Company’s first such scheduled payroll date following satisfaction of the Release Condition; (3) a lump sum payment equal to one and one-half times the mean of payments under any short-term incentive or annual bonus plan maintained Employee by the Company during each or its Affiliates, subject to Section 8.5, 14 and 15. 8.4.4 For purposes of this Agreement, “Change in Control” means the occurrence of any of the three calendar years prior to the year in which such termination occurs (or fewer calendar years if the Executive has not been a participant in the Company’s annual or short-term incentive bonus plan for the entirety of each such three prior calendar years), payable as soon as practicable following the Executive’s termination of employment, provided that in no event shall such lump-sum payment occur later than March 15 of the year following the year in which such termination occurs; and (4) for such period of time that Executive or any of Executive’s dependents is eligible for and elects COBRA continuation coverage (in accordance with Section 4980B of the Code), Executive’s cost of coverage shall be the employee contribution rate that would have applied if Executive had remained in active employment with the Company during such period, provided that any amounts payable to Executive in connection with this Section 2.4(d)(4) shall be paid on an after tax basis on the first regularly scheduled payroll date of each month for which such amount is payable. All payments shall be subject to deductions for customary withholdings, including, without limitation, federal and state withholding taxes and payroll taxes.following:

Change in Control Termination. Notwithstanding Section 2.4(cIf, during the Employment Period, the Company or the Bank terminates Executive’s employment other than for Cause or Disability, or Executive terminates employment for Good Reason, in each case, within twenty-four (24) above, if prior to but in connection with months following the consummation of a Change in Control or during Control, then, subject to Executive’s execution within fifty (50) days following the 18 month period Date of Termination, and non-revocation, of the Release, the Company shall pay to Executive the following: (i) the Accrued Obligations, the Unpaid Annual Bonus, the Inaugural Equity Award and the Other Benefits in accordance with the terms of Sections 5(a)(i), (ii), (v) and (vi), respectively; (ii) an amount equal to the product of (A) three (3) multiplied by (B) the sum of (x) the Annual Base Salary and (y) the Target Annual Bonus as in effect for the fiscal year in which the Date of Termination (or, if greater, for the fiscal year in which the Change in Control) occurs, payable in a lump sum within sixty (60) days following a the Date of Termination; provided, however, if the Change in Control does not constitute an event described in Section 409A(a)(2)(v) of the Code and the regulations thereto, any portion of the foregoing payment that constitutes “nonqualified deferred compensation” within the meaning of Section 409A of the Code shall instead be paid on the schedule contemplated by Section 5(a)(iii) to the extent required by Section 409A of the Code; (iiii) Executive’s employment with an amount equal to the Company or its successor is terminated by product of (A) the Company or its successor without Cause (other than by reason amount of the monthly premiums for coverage under the Company’s or and its successors election Affiliates’ health care plans for purposes of continuation coverage under Section 4980B of the Code with respect to the level of coverage in effect for Executive and timely notice to terminate Executive’s employment at spouse and dependents as of immediately prior to the end Date of Termination, multiplied by (B) 36, payable in a lump sum within sixty (60) days following the Initial Term or any Renewal Period Date of Termination; provided, however, if the Change in accordance with Section 2.4(a) hereof or by reason of death or disability), or (ii) Executive terminates his employment with the Company or its successor for Good Reason, Executive shall, subject to satisfaction of the Release Condition Control does not constitute an event described in Section 2.4(e409A(a)(2)(v) belowof the Code and the regulations thereto, any portion of the foregoing payment that constitutes “nonqualified deferred compensation” within the meaning of Section 409A of the Code shall instead be entitled to:paid on the schedule contemplated by Section 5(a)(iv) to the extent required by Section 409A of the Code; and (1iv) all previously earned and accrued but unpaid Base Salary up to the date of such termination; (2) severance pay in an amount equal to 18 months the product of Base Salary paid (x) the Target Annual Bonus for the fiscal year in equal installments on which the dates on Date of Termination occurs (or, if greater, for the fiscal year in which Executive’s Base Salary would otherwise have been paid the Change in accordance with Control occurs) and (y) a fraction, the Company’s normal payroll dates numerator of which is the number of days in effect as the fiscal year in which the Date of Termination occurs through the date Date of Termination, and the denominator of which is 365, payable in a lump sum within sixty (60) days following the Date of Termination. For the avoidance of doubt, if applicable, any amount payable pursuant to Section 5(b) shall be determined without regard to any reduction in compensation that resulted in Executive’s termination of employment as if Executive’s employment had continued for such period, provided that the delay of the payment of any such amounts pending satisfaction of Good Reason. If Executive does not execute the Release Condition described in Section 2.4(ewithin fifty (50) below days following the Date of Termination, or if Executive revokes the Release, Executive shall be accumulated entitled to only the compensation and paid on the first of the Company’s first such scheduled payroll date following satisfaction of the Release Condition; benefits contemplated by Sections 5(a)(i) and (3) a lump sum payment equal to one and one-half times the mean of payments under any short-term incentive or annual bonus plan maintained by the Company during each of the three calendar years prior to the year in which such termination occurs (or fewer calendar years if the Executive has not been a participant in the Company’s annual or short-term incentive bonus plan for the entirety of each such three prior calendar yearsvi), payable as soon as practicable following the Executive’s termination of employment, provided that in no event shall such lump-sum payment occur later than March 15 of the year following the year in which such termination occurs; and (4) for such period of time that Executive or any of Executive’s dependents is eligible for and elects COBRA continuation coverage (in accordance with Section 4980B of the Code), Executive’s cost of coverage shall be the employee contribution rate that would have applied if Executive had remained in active employment with the Company during such period, provided that any amounts payable to Executive in connection with this Section 2.4(d)(4) shall be paid on an after tax basis on the first regularly scheduled payroll date of each month for which such amount is payable. All payments shall be subject to deductions for customary withholdings, including, without limitation, federal and state withholding taxes and payroll taxes.

Change in Control Termination. Notwithstanding Section 2.4(c8.4.1 Upon the termination of the Employee’s employment hereunder pursuant to a Termination Without Cause or a Termination for Good Reason within twelve (12) above, if prior to but in connection with a Change in Control or during the 18 month period months following a Change in Control (i) Executive’s employment with such termination being referred to in this Agreement as a “Change in Control Termination”), neither the Employee nor his beneficiary or estate will have any further rights or claims against the Company or its successor is terminated by any Affiliates under this Agreement except to receive the Company or its successor without Cause following (other than by reason in the aggregate, the “Enhanced Severance Payments”): (i) Final Compensation in accordance with Section 8.1; (ii) an aggregate amount equal to twelve (12) months’ Base Salary; (iii) an aggregate amount equal to twelve (12) months of the Company’s or its successors election portion of monthly premiums for health, dental and timely notice to terminate Executive’s employment at vision insurance benefits as in effect for the end of the Initial Term or any Renewal Period in accordance with Section 2.4(a) hereof or by reason of death or disability), or (ii) Executive terminates his employment with the Company or its successor for Good Reason, Executive shall, subject to satisfaction of the Release Condition described in Section 2.4(e) below, be entitled to: (1) all previously earned and accrued but unpaid Base Salary up Employee immediately prior to the effective date of such termination; (2) severance pay in an amount equal to 18 months of Base Salary paid in equal installments on the dates on which Executive’s Base Salary would otherwise have been paid , payable in accordance with the Company’s normal payroll dates policies and at the same rate and in effect the same manner as set forth in Sections 3.1 and 3.4 hereof, plus any additional compensation as may be expressly required under applicable law; and (iv) a payment equal to pro-rated Target Bonus for the year of such employment termination (determined by multiplying the Target Bonus by a fraction, the numerator of which is the number of days during the fiscal year of termination that Employee is employed by the Company and the denominator of which is three hundred and sixty-five (365)), payable at the same time bonuses for such year are paid to other senior executives of the date Company (the “Pro-rated Bonus”). 8.4.2 Subject to Sections 8.5, 14 and 15, Enhanced Severance Payments (other than Final Compensation) will be provided in the form of Executivesalary continuation, payable in equal installments in accordance with the Company’s termination of employment as if Executive’s employment had continued for such periodnormal payroll practices, during the twelve (12) month period following the Change in Control Termination, provided that the delay first such payment will be made on the next regular pay day following the date on which the Release of Claims becomes effective and irrevocable and will be retroactive to effective date of the payment termination of the Employee’s employment. 8.4.3 Notwithstanding anything to the contrary in any agreement between the Employee and the Company, upon a Change in Control Termination, the Employee will be entitled to one hundred percent (100%) accelerated vesting of any such amounts pending satisfaction then-outstanding unvested stock options, restricted stock or other equity awards granted to the Employee by the Parent Company, Subject to Sections 8.5, 14 and 15. 8.4.4 For purposes of this Agreement, “Change in Control” means the occurrence of any of the Release Condition described in Section 2.4(e) below shall be accumulated and paid on the first of the Company’s first such scheduled payroll date following satisfaction of the Release Condition; (3) a lump sum payment equal to one and one-half times the mean of payments under any short-term incentive or annual bonus plan maintained by the Company during each of the three calendar years prior to the year in which such termination occurs (or fewer calendar years if the Executive has not been a participant in the Company’s annual or short-term incentive bonus plan for the entirety of each such three prior calendar years), payable as soon as practicable following the Executive’s termination of employment, provided that in no event shall such lump-sum payment occur later than March 15 of the year following the year in which such termination occurs; and (4) for such period of time that Executive or any of Executive’s dependents is eligible for and elects COBRA continuation coverage (in accordance with Section 4980B of the Code), Executive’s cost of coverage shall be the employee contribution rate that would have applied if Executive had remained in active employment with the Company during such period, provided that any amounts payable to Executive in connection with this Section 2.4(d)(4) shall be paid on an after tax basis on the first regularly scheduled payroll date of each month for which such amount is payable. All payments shall be subject to deductions for customary withholdings, including, without limitation, federal and state withholding taxes and payroll taxes.following:

Change in Control Termination. Notwithstanding Section 2.4(c) above, if prior to but in connection with a Change in Control or during the 18 month period following a Change in Control (i) Notwithstanding any other provision contained herein, if the Executive’s employment with the Company or its successor hereunder is terminated by the Executive for Good Reason or by the Company or its successor without Cause (other than by reason on account of the Company’s or its successors election and timely notice to terminate Executive’s employment death or Disability), in each case within twenty-four (24) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and subject to Executive’s compliance with Sections 5 through 9 of this Agreement and the Executive’s execution of an effective release, as set forth in Section 4(e), the Executive shall be entitled to receive the following: (A) Payment of a Pro Rata Bonus, payable at the end of the Initial Term or any Renewal Period in accordance with Section 2.4(a) hereof or by reason of death or disability), or (ii) Executive terminates his employment with the Company or its successor for Good Reason, Executive shall, subject to satisfaction of the Release Condition time described in Section 2.4(e) below, be entitled to: (1) all previously earned and accrued but unpaid Base Salary up to the date of such termination3(b); (2B) severance pay in Payment of an amount equal to 18 months the product of Base Salary paid in equal installments on two (2) and the dates on which sum of (X) the Executive’s Base Salary would otherwise have been for the year of termination (excluding any reductions thereto that serve as the basis for a termination for Good Reason) and (Y) Target Bonus for the year of termination, such amount to be paid in accordance with a lump sum as soon as practicable after the Termination Date but no later than the earliest time permitted under Section 4(e) and Section 21; (ii) If the Executive timely and properly elects health continuation coverage under COBRA, the Company, at the Company’s normal payroll dates in effect as of sole discretion, shall either (X) continue the date of Executive’s termination of employment as if Executive’s employment had continued for such period, provided that the delay of the payment of any such amounts pending satisfaction of the Release Condition described in Section 2.4(e) below shall be accumulated and paid on the first of health care coverage under the Company’s first such scheduled payroll date following satisfaction health plans for a period of the Release Condition; three (3) months commencing on the Termination Date or until the Executive (and the Executive’s eligible dependents, if any) receives comparable coverage from a subsequent employer. Such coverage shall be on the same basis as coverage is made available to executives employed by the Company (including, without limitation, co-pays, deductibles and other required payments and limitations), with the Company paying the applicable COBRA premium in excess of the amount paid by active employees for such coverage or otherwise providing such coverage to Executive for the amount paid by active employees for such coverage and Executive’s qualifying event for purposes of COBRA shall be treated as occurring at the Termination Date; or (Y) pay the Executive a cash lump sum payment equal to one (i) three (3) multiplied by (ii) the excess of the monthly applicable COBRA premium as of the Executive’s Termination Date for health care coverage Executive (and one-half times the mean of payments under any short-term incentive or annual bonus plan maintained by Executive’s eligible dependents, if any) had from the Company during each of the three calendar years immediately prior to the year in which Executive’s Termination Date over the monthly dollar amount the Executive would have paid to the Company for such termination occurs (or fewer calendar years health care coverage if the Executive has not been a participant in the Company’s annual or short-term incentive bonus plan remained employed for the entirety three (3) month period commencing on the Termination Date; (iii) Immediate vesting of each such three prior calendar years), payable as soon as practicable following the Executive’s termination of employment, provided that in no event shall such lump-sum payment occur later than March 15 of the year following the year in which such termination occursall Equity Awards; and (4iv) Reimbursement of up to $10,000 for such period executive outplacement services provided by a firm of time that Executive or any of the Executive’s dependents is eligible for and elects COBRA continuation coverage (in accordance with Section 4980B of choosing, subject to the Code), Executive’s cost presentation of coverage shall appropriate invoices or other reasonable documentation, by a date to be the employee contribution rate that would have applied if Executive had remained in active employment with determined by the Company during such period, provided that any amounts payable to Executive in connection with this Section 2.4(d)(4) shall be paid on an after tax basis on the first regularly scheduled payroll date of each month for which such amount is payable. All payments shall be subject to deductions for customary withholdings, including, without limitation, federal and state withholding taxes and payroll taxesits sole discretion.

Change in Control Termination. Notwithstanding Section 2.4(c8.4.1 Upon the termination of the Employee’s employment hereunder pursuant to a Termination Without Cause or a Termination for Good Reason within twelve (12) above, if prior to but in connection with a Change in Control or during the 18 month period months following a Change in Control (i) Executive’s employment with such termination being referred to in this Agreement as a “Change in Control Termination”), neither the Employee nor his beneficiary or estate will have any further rights or claims against the Company or its successor is terminated by any Affiliates under this Agreement except to receive the Company or its successor without Cause following (other than by reason in the aggregate, the “Enhanced Severance Payments”): (i) Final Compensation in accordance with Section 8.1; (ii) an aggregate amount equal to twelve (12) months’ Base Salary; (iii) an aggregate amount equal to twelve (12) months of the Company’s or its successors election portion of monthly premiums for health, dental and timely notice to terminate Executive’s employment at vision insurance benefits as in effect for the end of the Initial Term or any Renewal Period in accordance with Section 2.4(a) hereof or by reason of death or disability), or (ii) Executive terminates his employment with the Company or its successor for Good Reason, Executive shall, subject to satisfaction of the Release Condition described in Section 2.4(e) below, be entitled to: (1) all previously earned and accrued but unpaid Base Salary up Employee immediately prior to the effective date of such termination; (2) severance pay in an amount equal to 18 months of Base Salary paid in equal installments on the dates on which Executive’s Base Salary would otherwise have been paid , payable in accordance with the Company’s normal payroll dates policies and at the same rate and in effect the same manner as set forth in Sections 3.1 and 3.4 hereof, plus any additional compensation as may be expressly required under applicable law; and (iv) a payment equal to pro-rated Target Bonus for the year of such employment termination (determined by multiplying the Target Bonus by a fraction, the numerator of which is the number of days during the fiscal year of termination that Employee is employed by the Company and the denominator of which is three hundred and sixty-five (365)), payable at the same time bonuses for such year are paid to other senior executives of the date Company (the “Pro-rated Bonus”). 8.4.2 Subject to Section 8.5, 14 and 15, Enhanced Severance Payments (other than Final Compensation) will be provided in the form of Executivesalary continuation, payable in equal installments in accordance with the Company’s termination of employment as if Executive’s employment had continued for such periodnormal payroll practices, during the twelve (12) month period following the Change in Control Termination, provided that the delay first such payment will be made on the next regular pay day following the date on which the Release of Claims becomes effective and irrevocable and will be retroactive to effective date of the payment termination of the Employee’s employment. 8.4.3 Notwithstanding anything to the contrary in any agreement between the Employee and the Company, upon a Change in Control Termination, the Employee will be entitled to one hundred percent (100%) accelerated vesting of any such amounts pending satisfaction then-outstanding unvested stock options, restricted stock or other equity awards granted to the Employee by the Parent Company, subject to Section 8.5, 14 and 15. 8.4.4 For purposes of this Agreement, “Change in Control” means the occurrence of any of the Release Condition described in Section 2.4(e) below shall be accumulated and paid on the first of the Company’s first such scheduled payroll date following satisfaction of the Release Condition; (3) a lump sum payment equal to one and one-half times the mean of payments under any short-term incentive or annual bonus plan maintained by the Company during each of the three calendar years prior to the year in which such termination occurs (or fewer calendar years if the Executive has not been a participant in the Company’s annual or short-term incentive bonus plan for the entirety of each such three prior calendar years), payable as soon as practicable following the Executive’s termination of employment, provided that in no event shall such lump-sum payment occur later than March 15 of the year following the year in which such termination occurs; and (4) for such period of time that Executive or any of Executive’s dependents is eligible for and elects COBRA continuation coverage (in accordance with Section 4980B of the Code), Executive’s cost of coverage shall be the employee contribution rate that would have applied if Executive had remained in active employment with the Company during such period, provided that any amounts payable to Executive in connection with this Section 2.4(d)(4) shall be paid on an after tax basis on the first regularly scheduled payroll date of each month for which such amount is payable. All payments shall be subject to deductions for customary withholdings, including, without limitation, federal and state withholding taxes and payroll taxes.following:

Change in Control Termination. Notwithstanding Section 2.4(c(a) above, if prior Upon the termination of the Founder’s employment hereunder pursuant to but in connection with a Change in Control Termination without Cause or during the 18 month period a Termination for Good Reason within twelve (12) months following a Change in Control (such termination being referred to in this Agreement as a “Change in Control Termination”), neither the Founder nor her beneficiary or estate will have any further rights or claims against the Company, its affiliates or its subsidiaries under this Agreement except to receive the following (in the aggregate, the “Enhanced Severance Payments”): (i) Executive’s employment Final Compensation in accordance with the Company or its successor is terminated by the Company or its successor without Cause Section 5.1; (other than by reason ii) an aggregate payment equal to eighteen (18) months’ Base Salary; (iii) an aggregate payment equal to eighteen (18) months of the Company’s or its successors election and timely notice to terminate Executive’s employment at the end portion of the Initial Term or any Renewal Period in accordance with Section 2.4(a) hereof or by reason of death or disability), or (ii) Executive terminates his employment with the Company or its successor for Good Reason, Executive shall, subject to satisfaction of the Release Condition described in Section 2.4(e) below, be entitled to: (1) all previously earned and accrued but unpaid Base Salary up monthly premiums payable immediately prior to the effective date of such termination;termination with respect to health, dental, and vision insurance coverage for the Founder; and (2iv) severance pay in an amount a payment equal to 18 the sum of (x) six (6) months’ Base Salary, (y) two times the Target Bonus and (z) six (6) months of Base Salary the Company’s portion of monthly premiums payable immediately prior to the effective date of such termination with respect to health, dental, and vision insurance coverage for the Founder. (b) Subject to Sections 5.5, 5.6 and 5.7, other than Final Compensation, Enhanced Severance Payments will be paid as follows: (i) the amounts under Section 5.4(a)(ii) and Section 5.4(a)(iii) will be provided in the form of salary continuation, payable in equal installments on the dates on which Executive’s Base Salary would otherwise have been paid in accordance with the Company’s normal payroll dates in effect as practices during the eighteen- (18-) month period following the effective date of the date of Executive’s termination of employment as if Executivethe Founder’s employment had continued for such periodemployment, provided that the delay first such payment will be made on the next regular pay day following the date on which the Release of Claims (as defined below) becomes effective and irrevocable and will be retroactive to effective date of the payment of any such amounts pending satisfaction termination of the Release Condition described Founder’s employment, and (ii) the amount under Section 5.4(a)(iv) will be paid in Section 2.4(e) below shall be accumulated and paid on the first of the Company’s first such scheduled payroll date following satisfaction of the Release Condition; (3) a lump sum payment equal on the next regular pay day following the date on which the Release of Claims (as defined below) becomes effective and irrevocable. (c) Notwithstanding anything to the contrary in any agreement between the Founder and the Company, upon a Change in Control Termination, the Founder will be entitled to one and onehundred percent (100%) accelerated vesting of any then-half times outstanding unvested stock options, restricted stock or other equity awards granted to the mean of payments under any short-term incentive or annual bonus plan maintained Founder by the Company during each Company, subject to Sections 5.5, 5.6 and 5.7. (d) For purposes of this Agreement, “Change in Control” means the occurrence of any of the three calendar years prior to the year in which such termination occurs (or fewer calendar years if the Executive has not been a participant in the Company’s annual or short-term incentive bonus plan for the entirety of each such three prior calendar years), payable as soon as practicable following the Executive’s termination of employment, provided that in no event shall such lump-sum payment occur later than March 15 of the year following the year in which such termination occurs; and (4) for such period of time that Executive or any of Executive’s dependents is eligible for and elects COBRA continuation coverage (in accordance with Section 4980B of the Code), Executive’s cost of coverage shall be the employee contribution rate that would have applied if Executive had remained in active employment with the Company during such period, provided that any amounts payable to Executive in connection with this Section 2.4(d)(4) shall be paid on an after tax basis on the first regularly scheduled payroll date of each month for which such amount is payable. All payments shall be subject to deductions for customary withholdings, including, without limitation, federal and state withholding taxes and payroll taxes.following:

Change in Control Termination. Notwithstanding Section 2.4(cUpon the termination of the Employee’s employment hereunder pursuant to a Termination without Cause or a Termination for Good Reason within twelve (12) above, if prior to but in connection with a Change in Control or during the 18 month period months following a Change in Control Control, neither the Employee nor his beneficiary or estate will have any further rights or claims against the Company, its affiliates or its subsidiaries under this Agreement except to receive: (i) Executive’s employment with the Company or its successor is terminated by the Company or its successor without Cause (other than by reason of the Company’s or its successors election and timely notice a termination payment equal to terminate Executive’s employment at the end of the Initial Term or any Renewal Period that provided for in accordance with Section 2.4(a12.1(i) hereof or by reason of death or disability), or hereto; (ii) Executive terminates his employment with an aggregate amount equal to (x) the Company or its successor Severance Payment and (y) an additional six (6) months of fringe benefits (for Good Reasonan aggregate of eighteen (18) months of fringe benefits from the date of termination) (the “Additional Fringe Benefits”), Executive shall, subject to satisfaction of the Release Condition described in Section 2.4(e) below, be entitled to: (1) all previously earned and accrued but unpaid Base Salary up to payable from the date of such termination; (2) severance pay in an amount equal to 18 months of Base Salary paid in equal installments on the dates on which Executive’s Base Salary would otherwise have been paid termination in accordance with the Company’s normal payroll dates policies and at the same rate and in effect the same manner as set forth in Sections 7.1 and 7.4 hereof, plus any additional compensation as may be expressly required under applicable law; (iii) an aggregate amount equal to three (3) times the First Year Annual Bonus or the target amount of the Performance Bonus (as applicable) (such aggregate amount, the “CIC Separation Bonus”, and together with the Severance Payment and the Additional Fringe Benefits, “CIC Severance Payment”). Payment of the CIC Separation Bonus shall be made simultaneously with the final batch of Severance Payment, which will be paid no later than twelve (12) months following the date of Executive’s termination of employment as if Executive’s employment had continued for such period, provided that the delay of the payment of any such amounts pending satisfaction of the Release Condition described in Section 2.4(e) below shall be accumulated and paid on the first of the Company’s first such scheduled payroll date following satisfaction of the Release Conditiontermination; (3iv) a lump sum payment equal one hundred percent (100%) accelerated vesting of any then-outstanding unvested stock options or other equity-based incentives granted to one and one-half times the mean of payments under any short-term incentive or annual bonus plan maintained Employee by the Company during each Company. For the avoidance of the three calendar years prior doubt, any outstanding unvested stock options or other equity-based incentives subject to the year Performance Criteria shall no longer be subject to such Performance Criteria and one hundred percent (100%) of such stock options or other equity-based incentives subject to the Performance Criteria shall vest in which such termination occurs (or fewer calendar years if accordance with the Executive has not been a participant accelerated vesting described in the Company’s annual or short-term incentive bonus plan preceding sentence; (v) reimbursement for any expenses for which the entirety of each such three prior calendar years), payable Employee shall not have theretofore been reimbursed as soon as practicable following the Executive’s termination of employment, provided that in no event shall such lump-sum payment occur later than March 15 of the year following the year in which such termination occursSection 7.5; and (4vi) for such period of time that Executive or any of Executive’s dependents is eligible for and elects COBRA continuation coverage (in accordance with Section 4980B of the Code), Executive’s cost of coverage shall be the employee contribution rate that would have applied if Executive had remained in active employment with the Company during such period, provided that any amounts payable to Executive in connection with this Section 2.4(d)(4) shall be paid on an after tax basis on the first regularly scheduled payroll date of each month for which such amount is payable. All payments shall be subject to deductions for customary withholdings, including, without limitation, federal and state withholding taxes and payroll taxesother benefits as required by applicable law.

Change in Control Termination. Notwithstanding Section 2.4(c(a) above, if prior Upon the termination of the Employee’s employment hereunder pursuant to but in connection with a Change in Control Termination without Cause or during the 18 month period a Termination for Good Reason within twelve (12) months following a Change in Control (such termination being referred to in this Agreement as a “Change in Control Termination”), neither the Employee nor his beneficiary or estate will have any further rights or claims against the Company, its affiliates or its subsidiaries under this Agreement except to receive the following (in the aggregate, the “Enhanced Severance Payments”): (i) Executive’s employment Final Compensation in accordance with the Company or its successor is terminated by the Company or its successor without Cause Section 5.1; (other than by reason ii) an aggregate payment equal to twelve (12) months’ Base Salary; (iii) an aggregate payment equal to twelve (12) months of the Company’s or its successors election and timely notice to terminate Executive’s employment at the end portion of the Initial Term or any Renewal Period in accordance with Section 2.4(a) hereof or by reason of death or disability), or (ii) Executive terminates his employment with the Company or its successor for Good Reason, Executive shall, subject to satisfaction of the Release Condition described in Section 2.4(e) below, be entitled to: (1) all previously earned and accrued but unpaid Base Salary up monthly premiums payable immediately prior to the effective date of such termination;termination with respect to health, dental, and vision insurance coverage for the Employee; and (2iv) severance pay in an amount a payment equal to 18 months the Pro-rated Bonus. (b) Subject to Sections 5.5, 13.3 and 13.4, Enhanced Severance Payments (other than Final Compensation) will be paid as follows: the amounts under Section 5.4(a)(ii)-(iv) will be provided in the form of Base Salary paid salary continuation, payable in equal installments on the dates on which Executive’s Base Salary would otherwise have been paid in accordance with the Company’s normal payroll dates in effect as practices during the twelve- (12-) month period following the effective date of the date of Executive’s termination of employment as if Executivethe Employee’s employment had continued for such periodemployment, provided that the delay first such payment will be made on the next regular pay day following the date on which the Release of Claims (as defined below) becomes effective and irrevocable and will be retroactive to effective date of the payment termination of the Employee’s employment. (c) Notwithstanding anything to the contrary in any agreement between the Employee and the Company, upon a Change in Control Termination, the Employee will be entitled to one hundred percent (100%) accelerated vesting of any such amounts pending satisfaction then-outstanding unvested stock options, restricted stock or other equity awards granted to the Employee by the Company, subject to Sections 5.5, 13.3 and 13.4. (d) For purposes of this Agreement, “Change in Control” means the occurrence of any of the Release Condition described in Section 2.4(e) below shall be accumulated and paid on the first of the Company’s first such scheduled payroll date following satisfaction of the Release Condition; (3) a lump sum payment equal to one and one-half times the mean of payments under any short-term incentive or annual bonus plan maintained by the Company during each of the three calendar years prior to the year in which such termination occurs (or fewer calendar years if the Executive has not been a participant in the Company’s annual or short-term incentive bonus plan for the entirety of each such three prior calendar years), payable as soon as practicable following the Executive’s termination of employment, provided that in no event shall such lump-sum payment occur later than March 15 of the year following the year in which such termination occurs; and (4) for such period of time that Executive or any of Executive’s dependents is eligible for and elects COBRA continuation coverage (in accordance with Section 4980B of the Code), Executive’s cost of coverage shall be the employee contribution rate that would have applied if Executive had remained in active employment with the Company during such period, provided that any amounts payable to Executive in connection with this Section 2.4(d)(4) shall be paid on an after tax basis on the first regularly scheduled payroll date of each month for which such amount is payable. All payments shall be subject to deductions for customary withholdings, including, without limitation, federal and state withholding taxes and payroll taxes.following:

Change in Control Termination. Notwithstanding Section 2.4(cIn the event (x) aboveExecutive's employment is terminated by the Company or a Successor without Cause (other than due to death or Disability) or by Executive with Good Reason, if prior to but in either case, in connection with a Change in Control or within two years following a Change in Control or (y) the Company or its Successor gives a Non-Renewal Notice during the 18 month two year period following a Change in Control, and the then current Term of Employment has expired following such notification (either of which shall be referred to as a "Change in Control (i) Executive’s employment with the Company or its successor is terminated by the Company or its successor without Cause (other than by reason of the Company’s or its successors election and timely notice to terminate Executive’s employment at the end of the Initial Term or any Renewal Period in accordance with Section 2.4(a) hereof or by reason of death or disabilityTermination"), or (ii) Executive terminates his employment with the Company or its successor for Good Reason, Executive shall, subject to satisfaction of the Release Condition described in Section 2.4(e) below, shall be entitled to: (1) all previously earned and accrued but : the Accrued Obligations; any unpaid Base Salary up Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination; , such amount to be paid at the same time it would otherwise be paid to Executive had no such termination occurred; a pro-rata portion of the Annual Bonus for the then current fiscal year based on the Annual Bonus that would have been paid to Executive if his employment had continued, and based on the number of days elapsed from the commencement of the fiscal year in which the termination occurs through and including the effective date of such termination, such amount to be determined and paid, in cash, at the same time it would otherwise be determined and paid had no such termination occurred, provided, however, that, notwithstanding the above, in the event the effective date of Executive's termination of employment occurs prior to the six month anniversary of the commencement of the then current fiscal year, such pro-rata portion of the Annual Bonus shall not be paid; a lump sum payment equal to two (2) severance pay in an amount equal to 18 months times the sum of (x) Executive's Base Salary (determined as of the date of termination) and (y) Executive's highest Annual Bonus paid in equal installments on or payable with respect to any of the dates on which Executive’s Base Salary would otherwise have been paid in accordance with last three (3) fiscal years of the Company that ended immediately prior to the date of termination; continuation, during the Severance Term, of the health benefits provided to Executive and his covered dependants under the Company’s normal payroll dates 's health plans in effect as of the date of Executive’s termination such termination, in accordance with COBRA, it being understood and agreed that (A) the Company shall pay the total cost of employment such health benefits so long as if Executive’s employment had continued for Executive timely elects, and remains eligible, to receive such periodcontinuation coverage pursuant to COBRA, provided plus the difference between what the insurance plan pays and the provider charges, except that the delay of the payment of any no such amounts pending satisfaction of the Release Condition described in Section 2.4(e) below differential shall be accumulated paid with respect to "Prescription Drugs," "Experimental Procedures," "Cosmetic Procedures," "Athletic Aids" and paid on some forms of "Alternative Medicine" (Executive to inquire before having the first service) (as such terms are defined in the Blue Care PPO Plan (Group 052024) of Blue Cross of Northeastern PA and as amended from time to time by Blue Cross of Northeastern PA or succeeding providers of the Company’s first 's medical insurance), and (B) notwithstanding the foregoing, the Company's obligation to provide such scheduled payroll date following satisfaction continuation of benefits and additional coverage shall terminate prior to the expiration of the Release Condition; (3Severance Term in the event that Executive is no longer eligible to receive such benefits under COBRA; and, vesting in all options, shares of restricted stock or other equity compensation held by the Executive in accordance with the Equity Agreements; provided, however, that, notwithstanding anything contained herein, or in any Equity Agreement, to the contrary, any outstanding shares of Annual Bonus Stock, whether issued pursuant to Section 4(b)(ii) a lump sum payment equal to one and one-half times above, or issued as part of the mean of payments under any short-term incentive or Company's annual bonus plan maintained by the Company during each of the three calendar years prior to the year date hereof, shall become fully vested and exercisable, and all restrictions on such shares of Annual Bonus Stock shall lapse. Notwithstanding the foregoing, if at any time during the Restricted Period, Executive breaches any provision of Section 8 hereof, the Company shall have no further obligations to Executive with respect to the payments and benefits described in which such termination occurs subsections (or fewer calendar years if the Executive has not been a participant in the Company’s annual or short-term incentive bonus plan for the entirety of each such three prior calendar yearsB), payable (C) and (D) above. Following such Change in Control Termination, except as soon as practicable following the Executive’s termination of employmentset forth in this Section 7(d)(ii), provided that in Executive shall have no event shall such lump-sum payment occur later than March 15 of the year following the year in which such termination occurs; and (4) for such period of time that Executive further rights to any compensation or any of Executive’s dependents is eligible for and elects COBRA continuation coverage (in accordance with Section 4980B of the Code), Executive’s cost of coverage shall be the employee contribution rate that would have applied if Executive had remained in active employment with the Company during such period, provided that any amounts payable to Executive in connection with other benefits under this Section 2.4(d)(4) shall be paid on an after tax basis on the first regularly scheduled payroll date of each month for which such amount is payable. All payments shall be subject to deductions for customary withholdings, including, without limitation, federal and state withholding taxes and payroll taxesAgreement.

Change in Control Termination. Notwithstanding Section 2.4(c(a) above, if prior Upon the termination of the Employee’s employment hereunder pursuant to but in connection with a Change in Control Termination without Cause or during the 18 month period a Termination for Good Reason within twelve (12) months following a Change in Control (such termination being referred to in this Agreement as a “Change in Control Termination”), neither the Employee nor his beneficiary or estate will have any further rights or claims against the Company, its affiliates or its subsidiaries under this Agreement except to receive the following (in the aggregate, the “Enhanced Severance Payments”): (i) Executive’s employment Final Compensation in accordance with the Company or its successor is terminated by the Company or its successor without Cause Section 5.1; (other than by reason ii) an aggregate payment equal to twelve (12) months’ Base Salary; (iii) an aggregate payment equal to twelve (12) months of the Company’s or its successors election and timely notice to terminate Executive’s employment at the end portion of the Initial Term or any Renewal Period in accordance with Section 2.4(a) hereof or by reason of death or disability), or (ii) Executive terminates his employment with the Company or its successor for Good Reason, Executive shall, subject to satisfaction of the Release Condition described in Section 2.4(e) below, be entitled to: (1) all previously earned and accrued but unpaid Base Salary up monthly premiums payable immediately prior to the effective date of such termination;termination with respect to health, dental, and vision insurance coverage for the Employee; and (2iv) severance pay in an amount a payment equal to 18 months the Pro-rated Bonus. (b) Subject to Sections 5.5, 5.6 and 5.7, other than Final Compensation, Enhanced Severance Payments will be paid as follows: the amounts under Section 5.4(a)(ii) and Section 5.4(a)(iii) will be provided in the form of Base Salary paid salary continuation, payable in equal installments on the dates on which Executive’s Base Salary would otherwise have been paid in accordance with the Company’s normal payroll dates in effect as practices during the twelve- (12-) month period following the effective date of the date of Executive’s termination of employment as if Executivethe Employee’s employment had continued for such periodemployment, provided that the delay first such payment will be made on the next regular pay day following the date on which the Release of Claims (as defined below) becomes effective and irrevocable and will be retroactive to effective date of the payment termination of the Employee’s employment. (c) Notwithstanding anything to the contrary in any agreement between the Employee and the Company, upon a Change in Control Termination, the Employee will be entitled to one hundred percent (100%) accelerated vesting of any such amounts pending satisfaction then-outstanding unvested stock options, restricted stock or other equity awards granted to the Employee by the Parent Company, subject to Sections 5.5, 5.6 and 5.7. (d) For purposes of this Agreement, “Change in Control” means the occurrence of any of the Release Condition described in Section 2.4(e) below shall be accumulated and paid on the first of the Company’s first such scheduled payroll date following satisfaction of the Release Condition; (3) a lump sum payment equal to one and one-half times the mean of payments under any short-term incentive or annual bonus plan maintained by the Company during each of the three calendar years prior to the year in which such termination occurs (or fewer calendar years if the Executive has not been a participant in the Company’s annual or short-term incentive bonus plan for the entirety of each such three prior calendar years), payable as soon as practicable following the Executive’s termination of employment, provided that in no event shall such lump-sum payment occur later than March 15 of the year following the year in which such termination occurs; and (4) for such period of time that Executive or any of Executive’s dependents is eligible for and elects COBRA continuation coverage (in accordance with Section 4980B of the Code), Executive’s cost of coverage shall be the employee contribution rate that would have applied if Executive had remained in active employment with the Company during such period, provided that any amounts payable to Executive in connection with this Section 2.4(d)(4) shall be paid on an after tax basis on the first regularly scheduled payroll date of each month for which such amount is payable. All payments shall be subject to deductions for customary withholdings, including, without limitation, federal and state withholding taxes and payroll taxes.following:

Change in Control Termination. Notwithstanding Section 2.4(c(a) above, if prior Upon the termination of the Founder’s employment hereunder pursuant to but in connection with a Change in Control Termination without Cause or during the 18 month period a Termination for Good Reason within twelve (12) months following a Change in Control (such termination being referred to in this Agreement as a “Change in Control Termination”), neither the Founder nor her beneficiary or estate will have any further rights or claims against the Company, its affiliates or its subsidiaries under this Agreement except to receive the following (in the aggregate, the “Enhanced Severance Payments”): (i) Executive’s employment Final Compensation in accordance with the Company or its successor is terminated by the Company or its successor without Cause Section 5.1; (other than by reason ii) an aggregate payment equal to eighteen (18) months’ Base Salary; (iii) an aggregate payment equal to eighteen (18) months of the Company’s or its successors election and timely notice to terminate Executive’s employment at the end portion of the Initial Term or any Renewal Period in accordance with Section 2.4(a) hereof or by reason of death or disability), or (ii) Executive terminates his employment with the Company or its successor for Good Reason, Executive shall, subject to satisfaction of the Release Condition described in Section 2.4(e) below, be entitled to: (1) all previously earned and accrued but unpaid Base Salary up monthly premiums payable immediately prior to the effective date of such termination;termination with respect to health, dental, and vision insurance coverage for the Founder; and (2iv) severance pay in an amount a payment equal to 18 the sum of (x) six (6) months’ Base Salary, (y) two times the Target Bonus and (z) six (6) months of Base Salary the Company’s portion of monthly premiums payable immediately prior to the effective date of such termination with respect to health, dental, and vision insurance coverage for the Founder. (b) Subject to Sections 5.5 and 14.3, other than Final Compensation, Enhanced Severance Payments will be paid as follows: (i) the amounts under Section 5.4(a)(ii) and Section 5.4(a)(iii) will be provided in the form of salary continuation, payable in equal installments on the dates on which Executive’s Base Salary would otherwise have been paid in accordance with the Company’s normal payroll dates in effect as practices during the eighteen- (18-) month period following the effective date of the date of Executive’s termination of employment as if Executivethe Founder’s employment had continued for such periodemployment, provided that the delay first such payment will be made on the next regular pay day following the date on which the Release of Claims (as defined below) becomes effective and irrevocable and will be retroactive to effective date of the payment of any such amounts pending satisfaction termination of the Release Condition described Founder’s employment, and (ii) the amount under Section 5.4(a)(iv) will be paid in Section 2.4(e) below shall be accumulated and paid on the first of the Company’s first such scheduled payroll date following satisfaction of the Release Condition; (3) a lump sum payment equal on the next regular pay day following the date on which the Release of Claims (as defined below) becomes effective and irrevocable. (c) Notwithstanding anything to the contrary in any agreement between the Founder and the Company, upon a Change in Control Termination, the Founder will be entitled to one and onehundred percent (100%) accelerated vesting of any then-half times outstanding unvested stock options, restricted stock or other equity awards granted to the mean of payments under any short-term incentive or annual bonus plan maintained Founder by the Company during each Company, subject to Sections 5.5 and 14.3. (d) For purposes of this Agreement, “Change in Control” means the occurrence of any of the three calendar years prior to the year in which such termination occurs (or fewer calendar years if the Executive has not been a participant in the Company’s annual or short-term incentive bonus plan for the entirety of each such three prior calendar years), payable as soon as practicable following the Executive’s termination of employment, provided that in no event shall such lump-sum payment occur later than March 15 of the year following the year in which such termination occurs; and (4) for such period of time that Executive or any of Executive’s dependents is eligible for and elects COBRA continuation coverage (in accordance with Section 4980B of the Code), Executive’s cost of coverage shall be the employee contribution rate that would have applied if Executive had remained in active employment with the Company during such period, provided that any amounts payable to Executive in connection with this Section 2.4(d)(4) shall be paid on an after tax basis on the first regularly scheduled payroll date of each month for which such amount is payable. All payments shall be subject to deductions for customary withholdings, including, without limitation, federal and state withholding taxes and payroll taxes.following:

Change in Control Termination. Notwithstanding Section 2.4(c) above, if prior to but in connection with In the event of a Change in Control or during Termination as defined in Section 7.2 of the 18 month period Agreement, the Company shall provide the following a Change severance compensation and benefits to Executive after the effective date of the Release referenced in Control Section 8 of the Agreement: (a) A severance payment equal to the sum of (i) twenty-four (24) months of Executive’s employment with then current base salary and (ii) two (2) times Executive’s target bonus to be earned for the Company year in which termination occurs or its successor two (2) times the bonus amount paid to Executive in the prior year, whichever is terminated greater, payable (subject to Section 4 below of this Exhibit A) by the Company or its successor without Cause in a lump sum, less legally required withholdings, within thirty (other than by reason of 30) days after the Company’s or its successors election and timely notice to terminate Executive’s employment at the end of the Initial Term or any Renewal Period in accordance with Section 2.4(a) hereof or by reason of death or disability), or (ii) Executive terminates his employment with the Company or its successor for Good Reason, Executive shall, subject to satisfaction effective date of the Release Condition described referenced in Section 2.4(e) below, be entitled to:8 of the Agreement; and, (1b) Health insurance premiums payable by the Company for continued health insurance coverage for Executive and all previously earned and accrued but unpaid Base Salary then currently insured dependents for up to twenty-four (24) months after the date of such termination; (2) severance pay in an amount equal to 18 months of Base Salary paid in equal installments on the dates on which Executive’s Base Salary would otherwise have been paid in accordance with the Company’s normal payroll dates in effect as of the termination date of Executive’s termination of employment as if Executive’s employment had continued for such period, provided that the delay of the payment of any such amounts pending satisfaction of the Release Condition described in Section 2.4(e) below shall be accumulated and paid on the first of the Company’s first such scheduled payroll date following satisfaction of the Release Condition; (3) a lump sum payment equal to one and one-half times the mean of payments under any short-term incentive or annual bonus plan maintained by the Company during each of the three calendar years prior to the year in which such termination occurs (or fewer calendar years if the Executive has not been a participant in the Company’s annual or short-term incentive bonus plan for the entirety of each such three prior calendar years), payable as soon as practicable following the Executive’s termination of employment, provided that Executive makes a timely election to continue such coverage under COBRA; and provided further that, the Company’s obligation to pay the monthly health insurance premiums for continued group medical insurance shall end when Executive becomes eligible for health insurance with a new employer, and Executive agrees to promptly notify the Company in no writing of any such event shall such lump-sum payment occur later than March 15 of the year following the year in which such termination occurseligibility; and (4c) Outplacement services for such period one year, at the Company’s expense up to a maximum amount of time that twenty-five thousand dollars ($25,000), with a nationally recognized service selected by the Company; and (d) Any unvested and outstanding Equity Awards held by Executive or any shall become one hundred percent (100%) vested as of the termination date of Executive’s dependents is eligible for employment. In this regard, without limiting the foregoing, but by way of clarification, all stock options granted by the Company to Executive shall become fully vested and elects COBRA continuation coverage (in accordance with Section 4980B exercisable as of the Code), termination date of Executive’s cost employment to the extent such stock options are outstanding and unexercisable at the time of coverage such termination and all stock subject to a right of repurchase by the Company (or its successor) that was purchased by Executive shall have such right of repurchase lapse with respect to all of the shares at the time of such termination. To the extent necessary to effect the intent of this Agreement with respect to the Equity Awards, the applicable provisions of the Agreement and this Exhibit A shall be deemed an amendment to each agreement evidencing an Equity Award held by Executive. Executive understands that Executive’s receipt of the employee contribution rate that would have applied if Executive had remained severance compensation and benefits specified in active employment with the Company during such period, provided that any amounts payable to Executive in connection with this Section 2.4(d)(4) shall be paid on an after tax basis on 3.2 is conditioned upon Executive’s execution of the first regularly scheduled payroll date Release referenced in Section 8 of each month for the Agreement, and further understands that the above lists the only severance compensation and benefits to which such amount Executive is payable. All payments shall be subject to deductions for customary withholdings, including, without limitation, federal and state withholding taxes and payroll taxesentitled.

Change in Control Termination. Notwithstanding Section 2.4(c) aboveIf, during the Employment Period, the Company shall terminate the Executive’s employment without Cause (and other than upon the Executive’s death or Permanent Disability), or if prior to but the Executive shall terminate his employment for Good Reason, in either case, in connection with a Change in Control with, or during the 18 month period following within twelve (12) months following, a Change in Control (any such termination of employment, a “Change in Control Termination”), the Company shall have no further obligations to the Executive except as follows: (i) Executive’s employment with the Accrued Benefits; (ii) the Prorated Bonus; (iii) the Company or its successor shall pay the Executive, on the 60th day following the date of termination, a lump sum amount equal to the product of two times (2x) the sum of (A) the Annual Base Salary (which shall be the Annual Base Salary prior to any reduction if the termination is terminated by for Good Reason because of a reduction in the Company or its successor without Cause Annual Base Salary) plus (other than by reason B) the Target Bonus Amount; and (iv) (A) all outstanding Time Vesting LTIP Awards, if any, that are subject to forfeiture on the date of termination shall fully vest and become non-forfeitable, and (B) all outstanding Performance Vesting LTIP Awards, if any, that are subject to forfeiture on the date of termination shall fully and immediately vest and become non-forfeitable at the greater of (1) one hundred percent (100%) of the Company’s or its successors election and timely notice number of shares of Common Stock granted pursuant to terminate Executive’s employment at the end of the Initial Term or any Renewal Period in accordance with Section 2.4(a) hereof or by reason of death or disability)each such award, or (ii) Executive terminates his employment with the Company or its successor for Good Reason, Executive shall, subject to satisfaction of the Release Condition described in Section 2.4(e) below, be entitled to: (1) all previously earned and accrued but unpaid Base Salary up to the date of such termination; (2) severance pay in an amount equal to 18 months of Base Salary paid in equal installments on the dates on which Executive’s Base Salary would otherwise have performance level that has been paid in accordance with the Company’s normal payroll dates in effect achieved as of the date of Executive’s termination of employment as if Executive’s employment had continued for such period, provided that the delay of the payment of any such amounts pending satisfaction of the Release Condition described in Section 2.4(e) below shall be accumulated and paid on the first of the Company’s first such scheduled payroll date following satisfaction of the Release Condition; (3) a lump sum payment equal to one and one-half times the mean of payments under any short-term incentive or annual bonus plan maintained by the Company during each of the three calendar years prior to the year in which such termination occurs (or fewer calendar years if the Executive has not been a participant in the Company’s annual or short-term incentive bonus plan for the entirety of each such three prior calendar years), payable as soon as practicable following the Executive’s termination of employment, provided that in no event shall such lump-sum payment occur later than March 15 of the year following the year in which such termination occurs; and (4) for such period of time that Executive or any of Executive’s dependents is eligible for and elects COBRA continuation coverage (in accordance with Section 4980B of the Code), Executive’s cost of coverage shall be the employee contribution rate that would have applied if Executive had remained in active employment with the Company during such period, provided that any termination. The amounts payable or to Executive in connection with be provided under this Section 2.4(d)(44(d) shall be in lieu of any amounts that would otherwise be paid on an after tax basis on the first regularly scheduled payroll date of each month for which such amount is payable. All payments shall be subject to deductions for customary withholdingsor provided under Section 4(a), including, without limitation, federal Section 4(b) and state withholding taxes and payroll taxesSection 4(c).

Change in Control Termination. Notwithstanding Section 2.4(c) aboveIf, during the Employment Period, the Company shall terminate the Executive’s employment without Cause (and other than upon the Executive’s death or Permanent Disability), or if prior to but the Executive shall terminate his employment for Good Reason, in either case, in connection with a Change in Control with, or during the 18 month period following within twelve (12) months following, a Change in Control (any such termination of employment, a “Change in Control Termination”), the Company shall have no further obligations to the Executive except as follows: (i) Executive’s employment with the Accrued Benefits; (ii) the Prorated Target Bonus; (iii) the Company or its successor shall pay the Executive, on the 60th day following the date of termination, a lump sum amount equal to the product of one times (1x) the sum of (A) the Annual Base Salary (which shall be the Annual Base Salary prior to any reduction if the termination is terminated by for Good Reason because of a reduction in the Company or its successor without Cause Annual Base Salary) plus (other than by reason B) the Target Bonus Amount; and (iv) all outstanding equity compensation awards, if any, that are subject to forfeiture on the date of termination shall fully and immediately vest and become non-forfeitable, with any awards that vest based on the achievement of performance metrics vesting at the greater of (1) one hundred percent (100%) of the Company’s or its successors election and timely notice number of shares of Common Stock granted pursuant to terminate Executive’s employment at the end of the Initial Term or any Renewal Period in accordance with Section 2.4(a) hereof or by reason of death or disability)each such award, or (ii) Executive terminates his employment with the Company or its successor for Good Reason, Executive shall, subject to satisfaction of the Release Condition described in Section 2.4(e) below, be entitled to: (1) all previously earned and accrued but unpaid Base Salary up to the date of such termination; (2) severance pay in an amount equal to 18 months of Base Salary paid in equal installments on the dates on which Executive’s Base Salary would otherwise have been paid in accordance with the Company’s normal payroll dates in effect performance level achieved as of the date of Executive’s termination of employment as if Executive’s employment had continued for such period, provided that the delay of the payment of any such amounts pending satisfaction of the Release Condition described in Section 2.4(e) below shall be accumulated and paid on the first of the Company’s first such scheduled payroll date following satisfaction of the Release Condition; (3) a lump sum payment equal to one and one-half times the mean of payments under any short-term incentive or annual bonus plan maintained by the Company during each of the three calendar years prior to the year in which such termination occurs (or fewer calendar years if the Executive has not been a participant in the Company’s annual or short-term incentive bonus plan for the entirety of each such three prior calendar years), payable as soon as practicable following the Executive’s termination of employment, provided that in no event shall such lump-sum payment occur later than March 15 of the year following the year in which such termination occurs; and (4) for such period of time that Executive or any of Executive’s dependents is eligible for and elects COBRA continuation coverage (in accordance with Section 4980B of the Code), Executive’s cost of coverage shall be the employee contribution rate that would have applied if Executive had remained in active employment with the Company during such period, provided that any termination. The amounts payable or to Executive in connection with be provided under this Section 2.4(d)(44(d) shall be in lieu of any amounts that would otherwise be paid on an after tax basis on the first regularly scheduled payroll date of each month for which such amount is payable. All payments shall be subject to deductions for customary withholdingsor provided under Section 4(a), including, without limitation, federal Section 4(b) and state withholding taxes and payroll taxesSection 4(c).

Change in Control Termination. (a) Notwithstanding Section 2.4(c) aboveany other provision contained herein, if prior to but in connection with a Change in Control or during the 18 month period following a Change in Control (i) ExecutiveEmployee’s employment with the Company or its successor hereunder is terminated by the Employee for Good Reason or by the Company or its successor without Cause (other than on account of the Employee’s death or Disability), in each case within the Employment Term following a Change in Control, the Employee shall be entitled to receive the following: (i) the remaining unpaid Base Salary during the remaining portion of the then-current Employment Term or six months base salary; whichever is greater; (ii) the remaining earned but unpaid Variable Bonus during the remaining portion of the then-current Employment Term; all subject to the Employee’s material compliance with Section 6 and the Collateral Agreements described in Section 2, and his execution of the Release which becomes effective during the Release Execution Period. The amounts payable to the Employee pursuant to this Section 5.3(a): (i) shall commence, in the case of the unpaid Base Salary amount, on the first payroll date after the end of the Release Execution Period; and (ii) shall be paid, in the case of the Performance Bonus amount on the later of (x) the first payroll date after the end of the Release Execution Period or (y) the otherwise applicable payment date for such unpaid Performance Bonus amount. (b) For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following after the Effective Date: (a) the sale of all or substantially all the assets of Parent or of the Company; (b) any merger, consolidation or acquisition of Parent with, by reason or into another corporation, entity or person; or (c) any change in the ownership of more than fifty percent (50%) of the voting capital stock of Parent or of the Company in one or more related transactions; provided that a “Change in Control” shall not apply if this occurred as the result of a public or private offering(s) of Parent or the restructuring of Parent for tax or similar corporate purposes if no other events involving a Change in Control shall occur. Notwithstanding the foregoing, a Change in Control shall not occur unless such transaction constitutes a change in the ownership of the Company, a change in effective control of the Company, or a change in the ownership of a substantial portion of the Company’s or its successors election and timely notice to terminate Executive’s employment at the end assets under Section 409A of the Initial Term or any Renewal Period in accordance with Internal Revenue Code of 1986, as amended (“Section 2.4(a) hereof or by reason of death or disability409A”), or (ii) Executive terminates his employment with the Company or its successor for Good Reason, Executive shall, subject to satisfaction of the Release Condition described in Section 2.4(e) below, be entitled to: (1) all previously earned and accrued but unpaid Base Salary up to the date of such termination; (2) severance pay in an amount equal to 18 months of Base Salary paid in equal installments on the dates on which Executive’s Base Salary would otherwise have been paid in accordance with the Company’s normal payroll dates in effect as of the date of Executive’s termination of employment as if Executive’s employment had continued for such period, provided that the delay of the payment of any such amounts pending satisfaction of the Release Condition described in Section 2.4(e) below shall be accumulated and paid on the first of the Company’s first such scheduled payroll date following satisfaction of the Release Condition; (3) a lump sum payment equal to one and one-half times the mean of payments under any short-term incentive or annual bonus plan maintained by the Company during each of the three calendar years prior to the year in which such termination occurs (or fewer calendar years if the Executive has not been a participant in the Company’s annual or short-term incentive bonus plan for the entirety of each such three prior calendar years), payable as soon as practicable following the Executive’s termination of employment, provided that in no event shall such lump-sum payment occur later than March 15 of the year following the year in which such termination occurs; and (4) for such period of time that Executive or any of Executive’s dependents is eligible for and elects COBRA continuation coverage (in accordance with Section 4980B of the Code), Executive’s cost of coverage shall be the employee contribution rate that would have applied if Executive had remained in active employment with the Company during such period, provided that any amounts payable to Executive in connection with this Section 2.4(d)(4) shall be paid on an after tax basis on the first regularly scheduled payroll date of each month for which such amount is payable. All payments shall be subject to deductions for customary withholdings, including, without limitation, federal and state withholding taxes and payroll taxes.

Change in Control Termination. Notwithstanding In lieu of the payments and benefits described in Section 2.4(c5(a) above, if prior and subject to but and conditioned upon the Executive satisfying the Conditions (other than with respect to the Accrued Amounts), in connection with a Change the event of the termination of the Executive’s employment (x) by the Company without Cause or (y) by the Executive for Good Reason, in Control or during each case occurring within the 18 twelve (12) month period following the occurrence of a Change in Control (such termination, a “CIC Termination”): (i) the Executive shall receive the Accrued Amounts (which Accrued Amounts shall be paid within thirty (30) days of the Date of Termination (or sooner as required by applicable law)); (ii) the Executive shall receive an amount payable in a lump sum on the sixtieth (60th) day following the Date of Termination equal to the sum of (A) two (2) times the Executive’s employment then-current Base Salary without giving effect to a Salary Reduction, if any, and (B) a pro-rata amount, based on the number of days elapsed during the fiscal year in which the Date of Termination occurs, of the Executive’s Target Bonus; (iii) the Executive shall receive the medical benefits set forth in Section 5(a)(iii) above for an eighteen (18) month period following the Date of Termination; and (iv) all outstanding equity-based awards held by the Executive shall vest (or not) in accordance with the Company or its successor is terminated by the Company or its successor without Cause (other than by reason terms and conditions of the Company’s or its successors election and timely notice to terminate Executive’s employment at equity-based incentive plan governing such awards (except in the end case of the Initial Term or any Renewal Period grant under Section 2(d), which shall be governed in accordance with Section 2.4(a2(d)). The amounts paid and benefits received pursuant to this Section 5(e) hereof are subject to and conditioned upon the Conditions. Except as provided in this Section 5(e) or by reason of death or disabilityin Section 5(a), or (ii) Executive terminates his employment with as applicable, the Company or its successor for Good Reason, Executive shall, subject to satisfaction of the Release Condition described in Section 2.4(e) below, be entitled to: (1) all previously earned and accrued but unpaid Base Salary up to the date of such termination; (2) severance pay in an amount equal to 18 months of Base Salary paid in equal installments on the dates on which Executive’s Base Salary would otherwise shall have been paid in accordance with the Company’s normal payroll dates in effect as of the date of Executive’s termination of employment as if Executive’s employment had continued for such period, provided that the delay of the payment of any such amounts pending satisfaction of the Release Condition described in Section 2.4(e) below shall be accumulated and paid on the first of the Company’s first such scheduled payroll date following satisfaction of the Release Condition; (3) a lump sum payment equal to one and one-half times the mean of payments no additional obligations under any short-term incentive or annual bonus plan maintained by the Company during each of the three calendar years prior to the year in which such termination occurs (or fewer calendar years if the Executive has not been a participant in the Company’s annual or short-term incentive bonus plan for the entirety of each such three prior calendar years), payable as soon as practicable following this Agreement upon the Executive’s termination of employment, provided that in no event shall such lump-sum payment occur later than March 15 of pursuant to Section 3(d) or Section 3(e).” 5. Section 5: Section 5 is hereby amended by inserting the year following the year in which such termination occurs; and (4) for such period of time that Executive or any of Executive’s dependents is eligible for and elects COBRA continuation coverage (in accordance with as Section 4980B of the Code), Executive’s cost of coverage shall be the employee contribution rate that would have applied if Executive had remained in active employment with the Company during such period, provided that any amounts payable to Executive in connection with this Section 2.4(d)(4) shall be paid on an after tax basis on the first regularly scheduled payroll date of each month for which such amount is payable. All payments shall be subject to deductions for customary withholdings, including, without limitation, federal and state withholding taxes and payroll taxes.5(f):