Common use of Change in Control Termination Clause in Contracts

Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive's employment hereunder is terminated by the Executive for Good Reason or by the Company without Cause (other than on account of the Executive's death or Disability), in each case either concurrently with or within twenty-four (24) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, subject to 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 Company assigns significant value in agreeing to this Section 5.4, the Executive shall be entitled to receive the following: (i) a lump sum payment equal to two (2) times the sum of the Executive’s Base Salary and Target Incentive for the year in which the Termination Date occurs, which shall be paid within thirty (30) business days following the expiration of the Release Execution Period; (ii) a payment equal to the product of (i) the Target Bonus for the full calendar year in which the Date of Termination occurs and (ii) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year. This amount shall be paid no later than March 15th of the year following the year in which the Termination Date occurs; (iii) If the Executive timely and properly elects continuation coverage under COBRA, the Company shall reimburse the Executive for the difference between the monthly COBRA premium paid by the 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 month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (A) the two year anniversary of the termination date; (B) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (C) the date on which the Executive receives or becomes eligible to receive substantially similar coverage from another employers; and (iv) The terms of any equity incentive plan or award agreements will determine to what extent, if any, such awards are accelerated for vesting and/or exercise periods , provided however with respect to the initial equity award set forth in Section 4.4, the Restricted Shares that would have vested on the vesting date immediately following such termination shall automatically become vested upon such termination. (b) For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following:

Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive's employment hereunder is terminated by the Executive for Good Reason or by the Company without Cause (other than on account of the Executive's death or Disability), in each case either concurrently with or within twenty-four (24) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, subject to 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 Company assigns significant value in agreeing to this Section 5.4, the Executive shall be entitled to receive the following: (i) a lump sum payment equal to two (2) times the sum of the Executive’s Base Salary and Target Incentive for the year in which the Termination Date occurs, which shall be paid within thirty ten (3010) business days following the expiration of the Release Execution Period; (ii) a payment equal to the product of (i) the Target Bonus Incentive for the full calendar year in which the Date of Termination occurs and (ii) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year. This amount shall be paid no later than March 15th of the year following the year in which the Termination Date occurs;. (iii) If the Executive timely and properly elects continuation coverage under COBRA, the Company shall reimburse the Executive for the difference between the monthly COBRA premium paid by the 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 month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (A) the two year anniversary of the termination dateTermination Date; (B) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (C) the date on which the Executive receives or becomes eligible to receive substantially similar coverage from another employers; and. (iv) [intentionally deleted] (v) The terms of any equity incentive plan or award agreements will determine to what extent, if any, such awards are accelerated for vesting and/or exercise periods , provided however with respect to the initial equity award set forth in Section 4.4, the Restricted Shares that would have vested on the vesting date immediately following such termination shall automatically become vested upon such terminationperiods. (b) For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following:

Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive's ’s at-will employment and the Employment Period hereunder is are terminated by the Executive for Good Reason or by the Company without Cause (other than on account of the Executive's ’s death or Disability), in each case either concurrently with within three (3) months before or within twenty-four twelve (2412) months following a “Change in Control” (as defined in the 2020 Omnibus Equity Incentive Plan), the Executive shall be entitled to receive the Accrued Amounts and, subject to the Executive's compliance with Section 6, Section 7 Executive entering into and Section 8 not revoking a general release of this Agreement and his execution claims in favor of a Release which becomes effective as provided therein, for which the Company assigns significant value in agreeing pursuant to this Section 5.44.6 below, and Executive fully complying with the Restrictive Covenants Agreement, the Executive shall be entitled to receive the following: (ia) a lump sum A severance payment equal in the aggregate to two twelve (212) times months of Executive’s annual Base Salary at the sum time of termination, payable in twelve (12) equal monthly installments (and subject to applicable withholdings and deductions) beginning on the last Company payroll date of the Executive’s Base Salary and Target Incentive for the year in which the Termination Date occurs, which shall be paid within thirty (30) business days first full month following the expiration termination of the Release Execution Periodemployment; (ii) a payment equal to the product of (i) the Target Bonus for the full calendar year in which the Date of Termination occurs and (ii) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year. This amount shall be paid no later than March 15th of the year following the year in which the Termination Date occurs; (iiib) If the Executive timely and properly elects health plan (medical, dental and/or vision) continuation coverage under COBRA, the Company shall reimburse the Executive for in an amount equal to the difference between the monthly COBRA premium paid by the Executive for himself Executive and his the Executive’s dependents and the monthly premium amount paid by similarly situated active executivesexecutives under the Company’s group health plans. Such reimbursement shall be paid to the Executive on or by the fifteenth (15th) last day of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such COBRA premium reimbursement until the earliest of: (Ax) the two year twelve-month anniversary of the termination dateTermination Date; (By) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (Cz) the date on which the Executive receives or becomes eligible to receive substantially similar coverage from another employersemployer; (c) The Company will pay Executive a prorated Annual Incentive for the fiscal year in which the Termination Date occurs, as determined by the Board or Compensation in its discretion based on its assessment of the actual performance of the Company and Executive, subject and according to the terms of the discretionary AIP, following completion of the fiscal year of the termination. The amount of any such Annual Incentive shall be prorated based on the number of days of Executive’s employment during the fiscal year of termination and will be payable in a lump sum within the time described in Section 2.2 as if Executive’s employment had continued; and (ivd) The All then-outstanding unvested stock options granted to the Executive during the Employment Period shall become fully vested and exercisable upon the Termination Date, subject to the otherwise applicable terms of the Award Agreement, 2020 Omnibus Equity Incentive Plan and any other applicable equity incentive plan or and award agreements will determine to what extentagreement(s). For the avoidance of doubt, if any, such awards are accelerated for vesting and/or exercise periods , provided however with respect to the initial equity award foregoing provisions of this Section 4.5(a)-(d) shall be in lieu of any amounts set forth in Section 4.4, the Restricted Shares that would have vested on the vesting date immediately following such termination shall automatically become vested upon such termination4.2(b). (b) For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following:

Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive's employment hereunder is terminated by the Executive for Good Reason or by the Company without Cause (other than on account of the Executive's death or Disability), in each case either concurrently with or within twenty-four (24) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, subject to the Executive's compliance with Section 6, Section 7 and Section 8 of this Agreement and his her execution of a Release which becomes effective as provided therein, for which the Company assigns significant value in agreeing to this Section 5.4, the Executive shall be entitled to receive the following: (i) a lump sum payment equal to two (2) times the sum of the Executive’s Base Salary and Target Incentive for the year in which the Termination Date occurs, which shall be paid within thirty (30) business days following the expiration of the Release Execution PeriodPeriod ; (ii) a payment equal to the product of (i) the Target Bonus Incentive for the full calendar year in which the Date of Termination occurs and (ii) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year. This amount shall be paid no later than March 15th of the year following the year in which the Termination Date occurs;. (iii) If the Executive timely and properly elects continuation coverage under COBRA, the Company shall reimburse the Executive for the difference between the monthly COBRA premium paid by the Executive for himself herself and his her 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 month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (A) the two year anniversary of the termination dateTermination Date; (B) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (C) the date on which the Executive receives or becomes eligible to receive substantially similar coverage from another employersemployer; and (iv) The terms of any outstanding equity incentive awards held by the Executive shall be determined in accordance with the terms of the relevant plan or and the applicable award agreements will determine agreements, including to what extent, if any, such awards are accelerated for vesting and/or exercise periods , provided however with respect to the initial equity award set forth in Section 4.4, the Restricted Shares that would have vested on the vesting date immediately following such termination shall automatically become vested upon such terminationperiods. (b) For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following:

Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive's employment hereunder is terminated by the Executive for Good Reason or by the Company without Cause (other than on account of the Executive's death or Disability), in each case either concurrently with or within twenty-four (24) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, subject to 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 Company assigns significant value in agreeing to this Section 5.4, the Executive shall be entitled to receive the following: (i) a lump sum payment equal to two (2) times the sum of the Executive’s Base Salary and Target Incentive for the year in which the Termination Date occurs, which shall be paid within thirty (30) business days following the expiration of the Release Execution Period; (ii) a payment equal to the product of (i) the Target Bonus for the full calendar year in which the Date of Termination occurs and (ii) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year. This amount shall be paid no later than March 15th of the year following the year in which the Termination Date occurs; (iii) If the Executive timely and properly elects continuation coverage under COBRA, the Company shall reimburse the Executive for the difference between the monthly COBRA premium paid by the 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 month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (A) the two year anniversary of the termination date; (B) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (C) the date on which the Executive receives or becomes eligible to receive substantially similar coverage from another employers; and (iv) The terms of any equity incentive plan or award agreements will determine to what extent, if any, such awards are accelerated for vesting and/or exercise periods periods, provided however with respect to the initial equity award set forth in Section 4.44.3, the Restricted Shares that would have vested on the vesting date immediately following such termination shall automatically become vested upon such termination. (b) For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following:

Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive's employment hereunder is terminated by the Executive for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Section 1 or without Cause (other than on account of the Executive's death or Disability), in each case either concurrently with or within twenty-four twelve (2412) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, subject to the Executive's compliance with Section 6, Section 7 7, Section 8 and Section 8 9 of this Agreement and his execution of a Release which becomes effective as provided thereinwithin the Release Execution Period, for which the Company assigns significant value in agreeing to this Section 5.4, the Executive shall be entitled to receive the following: (i) a lump sum payment severance payments equal to two (2) times the sum of the Executive’s Base Salary and Target Incentive salary for the year in which the Termination Date occurs, which shall be paid within thirty occurs (30) business days following the expiration of the Release Execution Period; (ii) a payment equal to the product of (i) the Target Bonus for the full calendar year in which the Date of Termination occurs and (ii) a fractionor if greater, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year. This amount shall be paid no later than March 15th of the year following immediately preceding the year in which the Change in Control occurs). Such severance payments shall be paid in a single lump sum within 60 days following the Termination Date occursDate; (iiib) If the Executive timely and properly elects health continuation coverage under COBRA, the Company shall reimburse the Executive for the difference between the monthly COBRA premium paid by the Executive for himself and his dependents and the monthly premium amount paid by similarly situated active executivesdependents. Such reimbursement shall be paid to the Executive on the fifteenth (15th) day 10th of the month immediately following the month in which the Executive timely remits pays the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (Ai) the two year eighteen-month anniversary of the termination dateTermination Date; (Bii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (Ciii) the date on which the Executive receives or becomes eligible to receive substantially similar coverage from another employers; and (iv) The terms of any equity incentive plan employer or award agreements will determine to what extent, if any, such awards are accelerated for vesting and/or exercise periods , provided however with respect to the initial equity award set forth in Section 4.4, the Restricted Shares that would have vested on the vesting date immediately following such termination shall automatically become vested upon such terminationother source. (bc) For purposes of this Agreement, “"Change in Control” " shall mean the occurrence of any of the followingfollowing after the Effective Date:

Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive's ’s employment hereunder is terminated by the Executive for Good Reason or by the Company Bank without Cause (other than on account of the Executive's ’s death or Disability), in each case either concurrently with or within twenty-four (24) 24 months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, subject to the Executive's ’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 Company Bank assigns significant value in agreeing to this Section 5.4, the Executive shall be entitled to receive the following: (i) a A lump sum payment upon the effectiveness of the Release equal to two (2) times the sum of of: (y) 2.99 times his highest annual compensation for services rendered that was includible in the Executive’s Base Salary and Target Incentive gross income (partial years being annualized) for the year in which immediately preceding three taxable years (or such shorter period as the Termination Date occursExecutive was employed); and (z) the value of any shares of restricted stock, which stock options or other awards issued to Executive under any plan adopted by the Bank or any affiliate of the Bank or any successor plan that are forfeited as a result of such termination, whether vested or unvested. The payment shall be paid within thirty (30) made 60 business days following the expiration termination of Executive’s employment with the Bank provided the Release Execution Period;shall have become effective prior to that date. (ii) a payment equal to the product of (i) the Target Bonus for the full calendar year in which the Date of Termination occurs and (ii) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year. This amount shall be paid no later than March 15th of the year following the year in which the Termination Date occurs; (iii) If the Executive timely and properly elects continuation coverage under COBRA, the Company Bank shall reimburse the Executive for the difference between the monthly COBRA premium paid by the 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 month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (A) the two year anniversary of the termination date; (B) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (C) the date on which the Executive receives or becomes eligible to receive substantially similar coverage from another employers; and (iv) The terms of any equity incentive plan or award agreements will determine to what extent, if any, such awards are accelerated for vesting and/or exercise periods , provided however with respect to the initial equity award set forth in Section 4.4, the Restricted Shares that would have vested on the vesting date immediately following such termination shall automatically become vested upon such termination. (b) For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following:

Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive's ’s employment hereunder is terminated by the Executive for Good Reason or by the Company without Cause (other than on account of the Executive's ’s death or Disability), in each case either concurrently with or within twenty-four twelve (2412) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, and subject to the Executive's ’s compliance with Section 67, Section 7 8, Section 9 and Section 8 10 of this Agreement and his execution of a Release which becomes effective as provided therein, for which within forty-five (45) days following the Company assigns significant value in agreeing to this Section 5.4Termination Date, the Executive shall be entitled to receive the following: (i) a lump sum payment equal to two one and a half (21.5) times the sum of the Executive’s Base Salary and Target Incentive for the year then in which the Termination Date occurseffect, which shall be paid within thirty (30) business days following the expiration of the Release Execution PeriodTermination Date; (ii) a payment equal to the product of (i) the Target Bonus for the full calendar year in which the Date of Termination occurs and (ii) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year. This amount shall be paid no later than March 15th of the year following the year in which the Termination Date occurs; (iii) If the Executive timely and properly elects continuation coverage under COBRA, the Company shall reimburse the Executive for the difference between the monthly COBRA premium paid by the Executive for himself and his dependents and the monthly premium amount paid by similarly situated active executivesdependents. Such reimbursement shall be paid to the Executive on the fifteenth (15th) last day of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (Ai) the two year eighteen-month anniversary of the termination dateTermination Date; (Bii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (Ciii) the date on which the Executive receives or becomes eligible to receive substantially similar coverage from another employers; andemployer. (iviii) The Notwithstanding the terms of any equity incentive plan or award agreements will determine agreements, as applicable, all outstanding unvested options awarded to what extent, if any, such awards are accelerated Executive shall become fully vested and exercisable for vesting and/or exercise periods , provided however with respect to ninety (90) days following the initial equity award set forth in Section 4.4, the Restricted Shares that would have vested on the vesting date immediately following such termination shall automatically become vested upon such terminationChange of Control. (b) For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following:

Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive's ’s employment hereunder is terminated by the Executive for Good Reason or by the Company without Cause (other than on account of the Executive's ’s death or Disability), in each case either concurrently with or within twenty-four twelve (2412) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, and subject to the Executive's ’s compliance with Section 6, Section 7 and Section 8 6 of this Agreement and his his/her execution of a Release which becomes effective as provided thereinRelease, for which the Company assigns significant value in agreeing to this Section 5.4, the Executive shall be entitled to receive the following: (i) a lump sum payment equal to two (2) times the sum ____ months of the Executive’s Base Salary and Target Incentive for the year in which the Termination Date occurs (or if greater, the year immediately preceding the year in which the Change in Control occurs), which shall be paid within thirty (30) business 60 days following the expiration of Termination Date; provided that, if the Release Execution Period;Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year; and (ii) a lump sum payment equal to the product of (i) the Target Executive’s target Annual Bonus for the full calendar year in which the Date of Termination occurs and (ii) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year. This amount shall be paid no later than March 15th of the year following the fiscal year in which the Termination Date (as determined in accordance with Section 3.6) occurs (or if greater, the year in which the Change in Control occurs;), which shall be paid within 60 days following the Termination Date; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year. (iiib) If the Executive timely and properly elects health continuation coverage under COBRA, the Company shall reimburse the Executive for the difference between the monthly COBRA premium paid by the Executive for himself himself/herself and his his/her 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 month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (Ai) the two year eighteen-month anniversary of the termination dateTermination Date; (Bii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (Ciii) the date on which the Executive receives or becomes eligible to receive substantially similar coverage from another employers; andemployer or other source. Notwithstanding the foregoing, if the Company’s making payments under this Section 3.4(b) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in the imposition of penalties under the ACA, the parties agree to reform this Section 3.4(b) in a manner as is necessary to comply with the ACA. (ivc) The Notwithstanding the terms of any equity incentive plan or award agreements will determine agreements, as applicable: (i) all outstanding unvested stock options granted to what extentExecutive shall become fully vested and exercisable for the remainder of their full term; (ii) all outstanding equity-based compensation awards other than stock options that are not intended to qualify as performance-based compensation under Section 162(m)(4)(C) of the Internal Revenue Code (the “Code”) shall become fully vested and the restrictions thereon shall lapse; provided that, if any, any delays in the settlement or payment of such awards that are accelerated for vesting and/or exercise periods , provided however with respect to the initial equity award set forth in the applicable award agreement and that are required under Section 4.4409A of the Code (“Section 409A”) shall remain in effect; and (iii) all outstanding equity-based compensation awards other than stock options that are intended to constitute performance-based compensation under Section 162(m)(4)(C) of the Code shall remain outstanding and shall vest or be forfeited in accordance with the terms of the applicable award agreements, if the Restricted Shares that would have vested on the vesting date immediately following such termination shall automatically become vested upon such terminationapplicable performance goals are satisfied. (bd) For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the followingfollowing after the Effective Date:

Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive's ’s employment hereunder is terminated by the Executive for Good Reason or by the Company without Cause (other than on account of the Executive's ’s death or Disability), in each case either concurrently with or within twenty-four (24) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, and subject to the Executive's ’s compliance with Section 6, Section 7 7, Section 8 and Section 8 9 of this Agreement and his the Executive’s execution of a Release which becomes effective as provided therein, for which within 60 days following the Company assigns significant value in agreeing to this Section 5.4Termination Date, the Executive shall be entitled to receive the following:following (in lieu of any payments or benefits under Section 5.2 above): (ia) a A lump sum payment equal to two (2) times the sum of the Executive’s Base Salary and Target Incentive Bonus for the year in which the Termination Date occurs, which shall be paid within thirty (30) business 60 days following the expiration of Termination Date; provided that, if the Release Execution Period;Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year. (iib) a payment equal Any earned but unpaid Annual Bonus with respect to the product of (i) the Target Bonus for the full any completed calendar year in immediately preceding the Termination Date, which the Date of Termination occurs and (ii) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year. This amount shall be paid no later than March 15th of on the year following the year in which the Termination Date occurs;otherwise applicable payment date. (iiic) If the Executive timely and properly elects health plan continuation coverage under COBRA, the Company shall reimburse the Executive for the difference between the monthly COBRA premium paid by the Executive for himself and his dependents the Executive and the monthly premium amount paid by similarly situated active executivesExecutive’s dependents. Such reimbursement shall be paid to the Executive on the fifteenth (15th) day of during the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (Ai) the two year eighteen-month anniversary of the termination dateTermination Date; (Bii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (Ciii) the date on which the Executive receives or becomes eligible to receive substantially similar coverage from another employers; and (iv) The terms of any equity incentive plan employer or award agreements will determine to what extentother source. Notwithstanding the foregoing, if anythe Company’s payments under this Section 5.4(c) would violate the nondiscrimination rules applicable to non-grandfathered, such awards are accelerated for vesting and/or exercise periods insured group plans under the ACA, provided however with respect to or result in the initial equity award set forth in Section 4.4imposition of penalties under the ACA, the Restricted Shares that would have vested on parties agree to reform this Section 5.4(c) in a manner as is necessary to comply with the vesting date immediately following such termination shall automatically become vested upon such terminationACA. (bd) A lump sum payment equal to ____ times the monthly COBRA premium, which shall be paid within 60 days following the Termination Date. (e) The treatment of any outstanding equity awards shall be determined in accordance with the terms of the LTIP and the applicable award agreements. (f) For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the followingfollowing after the Effective Date:

Change in Control Termination. ​ (a) Notwithstanding any other provision contained herein, if the Executive's ’s employment hereunder is terminated by the Executive for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Section 1 or without Cause (other than on account of the Executive's ’s death or Disability), in each case either concurrently with three months before or within twenty-four twelve (2412) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, and subject to the Executive's ’s compliance with Section 6, Section 7 and Section 8 6 of this Agreement and his the Executive’s execution of a Release which becomes effective as provided therein, for which within 21 days following the Company assigns significant value in agreeing to this Section 5.4Termination Date, the Executive shall be entitled to receive the following: (i) a lump sum payment equal to two one and a half (21½) times the sum of the Executive’s Base Salary and Target Incentive for the year in which the Termination Date occurs (or if greater, the year immediately preceding the year in which the Change in Control occurs), which shall be paid within thirty (30) business 30 days following the expiration of Termination Date; provided that, if the Release Execution Period;Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year. (ii) a payment equal to the product of (i) the Target Bonus for the full calendar year in which the Date of Termination occurs and (ii) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year. This amount shall be paid no later than March 15th of the year following the year in which the Termination Date occurs; (iiib) If the Executive timely and properly elects health plan continuation coverage under COBRA, the Company shall reimburse the Executive for the difference between the monthly COBRA premium paid by the Executive for himself and his dependents the Executive and the monthly premium amount paid by similarly situated active executivesExecutive’s dependents. Such reimbursement shall be paid to the Executive on the fifteenth (15th) day first of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (Ai) the two year twelve-month anniversary of the termination dateTermination Date; (Bii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (Ciii) the date on which the Executive receives or becomes eligible to receive substantially similar coverage from another employers; andemployer or other source. Notwithstanding the foregoing, if the Company’s payments under this Section 5.3(b) would violate the nondiscrimination rules applicable to non- grandfathered, insured group plans under the ACA, or result in the imposition of penalties under the ACA, the parties agree to reform this Section 5.3(b) in a manner as is necessary to comply with the ACA. ​ (ivc) The Notwithstanding the terms of any equity incentive plan or award agreements will determine agreements, as applicable: (i) all outstanding unvested stock options granted to what extentthe Executive during the Employment Term shall become fully vested and exercisable for the remainder of their full term; ​ ​ ​ (ii) all outstanding equity-based compensation awards, if anythat do not vest based on the attainment of performance goals shall become fully vested and the restrictions thereon shall lapse; provided that, any delays in the settlement or payment of such awards that are accelerated for vesting and/or exercise periods , provided however with respect to the initial equity award set forth in the applicable award agreement and that are required under Section 4.4409A shall remain in effect; and ​ (iii) all outstanding equity-based compensation awards, the Restricted Shares that would have vested vest based on the vesting date immediately following such termination attainment of performance goals shall automatically become vested upon such terminationremain outstanding and shall vest or be forfeited in accordance with the terms of the applicable award agreements, if the applicable performance goals are satisfied. (bd) For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following:following after the Effective Date: ​

Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive's ’s employment hereunder is terminated by the Executive for Good Reason or by the Company without Cause (other than on account of the Executive's ’s death or Disability), in each case either concurrently with within three (3) months prior to or within twenty-four twelve (2412) months following a Change in Control, the Executive shall be entitled to receive receive: (i) the Accrued Amounts and, Amounts; (ii) subject to the Executive's ’s compliance with Section 6, Section 7 and Section 8 Sections 6 through 11 of this Agreement and his execution of a Release which becomes effective as provided thereinby the end of the Release Execution Period, for which the Company assigns significant value in agreeing to this Section 5.4, the Executive shall be entitled to receive the following: (i) a lump sum payment equal to two (2) 1.5 times the sum of the Executive’s Base Salary and Target Incentive for the year in which the Termination Date occursSalary, which shall be paid within thirty (30) business days on the 30th day following the expiration of Termination Date; and (iii) 1.5 times the Release Execution Period;target Annual Bonus amount. (ii) a payment equal to the product of (i) the Target Bonus for the full calendar year in which the Date of Termination occurs and (ii) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year. This amount shall be paid no later than March 15th of the year following the year in which the Termination Date occurs; (iiib) If the Executive timely and properly elects health continuation coverage under COBRA, the Company Corporation shall reimburse the Executive for the difference between the monthly COBRA premium paid by the Executive for himself and his dependents and the monthly premium amount paid by similarly situated active executivesdependents. Such reimbursement shall be paid to the Executive on the fifteenth (15th) 10th day of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (Ai) the two year twelve-month anniversary of the termination dateTermination Date; (Bii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (Ciii) the date on which the Executive receives or becomes eligible to receive substantially similar coverage from another employers; andemployer or other source. Notwithstanding the foregoing, if the Corporation’s making payments under this Section 5.5(b) would violate the nondiscrimination rules applicable to non-grandfathered plans under the ACA, or result in the imposition of penalties under the ACA, the parties agree to reform this Section 5.5(b) in a manner as is necessary to comply with the ACA. (ivc) The Consistent with the terms of any equity incentive plan of the Corporation, as approved by the stockholders, as applicable: (i) all outstanding time-based equity-based compensation awards granted to the Executive during the Term of Employment shall become fully vested and exercisable for the remainder of their full term; and (ii) all outstanding performance-based equity compensation awards granted to the Executive during the Term of Employment shall remain outstanding and shall vest or be forfeited in accordance with the terms of the applicable award agreements will determine to what extentagreements, if any, the applicable performance goals are satisfied. The determination whether such awards performance goals are accelerated for vesting and/or exercise periods , provided however with respect to satisfied shall be in the initial equity award set forth in Section 4.4, the Restricted Shares that would have vested on the vesting date immediately following such termination shall automatically become vested upon such termination. (b) For purposes of this Agreement, “Change in Control” shall mean the occurrence of any sole discretion of the following:Compensation Committee or the Board, as the case may be.

Change in Control Termination. ​ (a) Notwithstanding any other provision contained herein, if the Executive's ’s employment hereunder is terminated by the Executive for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Section 1 or without Cause (other than on account of the Executive's ’s death or Disability), in each case either concurrently with three months before or within twenty-four twelve (2412) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, and subject to the Executive's ’s compliance with Section 6, Section 7 and Section 8 6 of this Agreement and his the Executive’s execution of a Release which becomes effective as provided therein, for which within 21 days following the Company assigns significant value in agreeing to this Section 5.4Termination Date, the Executive shall be entitled to receive the following: (i) a lump sum payment equal to two one and a half (21½) times the sum of the Executive’s Base Salary and Target Incentive for the year in which the Termination Date occurs (or if greater, the year immediately preceding the year in which the Change in Control occurs), which shall be paid within thirty (30) business 30 days following the expiration of Termination Date; provided that, if the Release Execution Period;Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year. (ii) a payment equal to the product of (i) the Target Bonus for the full calendar year in which the Date of Termination occurs and (ii) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year. This amount shall be paid no later than March 15th of the year following the year in which the Termination Date occurs; (iiib) If the Executive timely and properly elects health plan continuation coverage under COBRA, the Company shall reimburse the Executive for the difference between the monthly COBRA premium paid by the Executive for himself and his dependents the Executive and the monthly premium amount paid by similarly situated active executivesExecutive’s dependents. Such reimbursement shall be paid to the Executive on the fifteenth (15th) day first of the ​ ​ ​ month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (Ai) the two year eighteen-month anniversary of the termination dateTermination Date; (Bii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (Ciii) the date on which the Executive receives or becomes eligible to receive substantially similar coverage from another employers; andemployer or other source. Notwithstanding the foregoing, if the Company’s payments under this Section 5.3(b) would violate the nondiscrimination rules applicable to non-grandfathered, insured group plans under the ACA, or result in the imposition of penalties under the ACA, the parties agree to reform this Section 5.3(b) in a manner as is necessary to comply with the ACA. ​ (ivc) The Notwithstanding the terms of any equity incentive plan or award agreements will determine agreements, as applicable: (i) all outstanding unvested stock options granted to what extentthe Executive during the Employment Term shall become fully vested and exercisable for the remainder of their full term; ​ (ii) all outstanding equity-based compensation awards, if anythat do not vest based on the attainment of performance goals shall become fully vested and the restrictions thereon shall lapse; provided that, any delays in the settlement or payment of such awards that are accelerated for vesting and/or exercise periods , provided however with respect to the initial equity award set forth in the applicable award agreement and that are required under Section 4.4409A shall remain in effect; and ​ (iii) all outstanding equity-based compensation awards, the Restricted Shares that would have vested vest based on the vesting date immediately following such termination attainment of performance goals shall automatically become vested upon such terminationremain outstanding and shall vest or be forfeited in accordance with the terms of the applicable award agreements, if the applicable performance goals are satisfied. (bd) For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following:following after the Effective Date: ​

Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive's ’s employment hereunder is terminated by the Executive for Good Reason or by the Company or Parent without Cause (other than on account of the Executive's ’s death or Disability), in each case either concurrently with after announcement of a proposed Change in Control or within twenty-four eighteen (2418) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, Obligations and subject to the Executive's ’s compliance with Section 6, 6 and Section 7 and Section 8 of this Agreement and his Executive’s execution of a Release which becomes effective as provided thereinwithin 60 days following the Termination Date, for which the Company assigns significant value in agreeing to this Section 5.4, the Executive shall be entitled to receive the following: (ia) a lump sum continued Base Salary for two years and six months following the Termination Date payable in equal installments over two years in accordance with the Company’s normal payroll practices, but no less frequently than monthly. Payment will commence no later than the second regular payroll date after ten business days following execution (and non-revocation) of the Release; provided that, the first installment payment shall include all amounts of Base Salary that would otherwise have been paid to Executive during the period beginning on the Termination Date and ending on the first payment date if no delay had been imposed; (b) an amount equal to two (2) times the sum 250% of the Executive’s Base Salary and Target Incentive target annual cash incentive compensation for the fiscal year in which the Termination Date occurs (or, if greater the year in which the Change in Control occurs), which shall be paid within thirty (30) in equal installments over two years in accordance with the Company’s normal payroll dates, but no less frequently than monthly. Payment will commence no later than the second regular payroll date after ten business days following the expiration execution (and non-revocation) of the Release Execution Period; (ii) a payment equal to the product of (i) the Target Bonus for the full calendar year in which the Date of Termination occurs and (ii) a fractionRelease; provided that, the numerator of which is the number of days the first installment payment shall include all amounts that would otherwise have been paid to Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year. This amount shall be paid no later than March 15th of the year following the year in which period beginning on the Termination Date occurs;and ending on the first payment date if no delay had been imposed; and (iiic) If the if Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (”COBRA”), the Company shall reimburse the Executive for the difference between the monthly COBRA premium paid by the Executive for himself Executive and his dependents and the monthly premium amount paid by similarly situated active executivesExecutive’s dependents. Such reimbursement shall be paid to the Executive on or before the fifteenth (15th) 15th day of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (Ai) the two year and six month anniversary of the termination dateTermination Date; (Bii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (Ciii) the date on which the Executive receives or becomes eligible to receive substantially similar coverage from another employers; and (iv) The terms of any equity incentive plan employer or award agreements will determine to what extentother source. Notwithstanding the foregoing, if anythe Company’s making payments under this Section 5.4(c) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), such awards are accelerated for vesting and/or exercise periods , provided however with respect to or result in the initial equity award set forth in Section 4.4imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the Restricted Shares that would have vested on Parties agree to reform this Section 5.4(c) in a manner as is necessary to comply with the vesting date immediately following such termination shall automatically become vested upon such terminationACA. (b) For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following:

Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive's ’s employment hereunder is terminated by the Executive for Good Reason or by the Company without Cause (other than on account of the Executive's ’s death or Disability), in each case either concurrently with or within twenty-four (24) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, subject to the Executive's ’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 Company assigns significant value in agreeing to this Section 5.4, the Executive shall be entitled to receive the following: (i) a A lump sum payment upon the effectiveness of the Release equal to two three (23) times the sum of his average annual compensation for services rendered that was includible in the Executive’s Base Salary and Target Incentive gross income (partial years being annualized) for the year in which immediately preceding five (5) taxable years (or such shorter period as the Termination Date occurs, which Executive was employed). The payment shall be paid within thirty made sixty (3060) business days following the expiration termination of Executive’s employment with the Company provided the Release Execution Period;shall have become effective prior to that date. (ii) a payment equal to the product of (i) the Target Bonus for the full calendar year in which the Date of Termination occurs and (ii) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year. This amount shall be paid no later than March 15th of the year following the year in which the Termination Date occurs; (iii) If the Executive timely and properly elects continuation coverage under COBRA, the Company shall reimburse the Executive for the difference between the monthly COBRA premium paid by the 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 month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: : (Ax) the two second year anniversary of the termination date; Termination Date; (By) the date the Executive is no longer eligible to receive COBRA continuation coverage; and and (Cz) the date on which the Executive receives or receives/becomes eligible to receive substantially similar coverage from another employers; and (iv) The terms of any equity incentive plan or award agreements will determine to what extent, if any, such awards are accelerated for vesting and/or exercise periods , provided however with respect to the initial equity award set forth in Section 4.4, the Restricted Shares that would have vested on the vesting date immediately following such termination shall automatically become vested upon such terminationemployer. (b) For purposes of this Agreement, The term “Change in Control” shall mean the occurrence of any one or more of the following:following:2

Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive's employment hereunder is terminated by the Executive for Good Reason or by the Company without Cause , in each case within twelve (12) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and subject to the Executive's execution of a Release which becomes effective within 45 days following the Termination Date, the Executive shall be entitled to receive a lump sum payment in an amount equal to the greater of two (2) times the Executive's Base Salary for the year in which the Termination Date occurs, or the year immediately preceding the year in which the Change in Control occurs, such Base Salary being referred to as, the “Reference Base Salary”), and an amount equal to two (2) times Executive’s annual Target Bonus based on the Reference Base Salary, which shall be paid within 45 days following the Termination Date. (b) If the Executive timely and properly elects continuation coverage under COBRA, the Company shall reimburse the Executive for the difference between the monthly COBRA premium paid by the Executive for herself and her dependents and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall be paid to the Executive before the 10th business day of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (i) the eighteen-month anniversary of the Termination Date; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer. (c) If the Executive's employment hereunder is terminated by the Executive for Good Reason or by the Company without Cause (other than on account of the Executive's death or Disability), in each case either concurrently with or within twenty-four twelve (2412) months following a Change in Control, the Executive treatment of any outstanding equity awards shall be entitled to receive determined in accordance with the Accrued Amounts and, subject to terms of the Executive's compliance with Section 6, Section 7 and Section 8 applicable award agreements. (d) Notwithstanding any other provision of this Agreement and his execution of a Release which becomes effective as provided therein, for which the Company assigns significant value in agreeing to this Section 5.4Agreement, the Executive shall be entitled to receive the following: benefits described in Sections 5.4(a) through (ic) above if a lump sum payment equal to two Change in Control occurs within three (23) times months after the sum termination of the Executive’s Base Salary and Target Incentive employment by the Company without Cause or by the Executive for Good Reason. With respect to the year benefits described in which the Termination Date occursSection 5.4(a) above, which any such amount shall be paid within thirty (30) business 45 days following the expiration date of the Release Execution Period; (ii) a payment equal to the product of (i) the Target Bonus for the full calendar year Change in which the Date of Termination occurs and (ii) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year. This amount shall be paid no later than March 15th of the year following the year in which the Termination Date occurs; (iii) If the Executive timely and properly elects continuation coverage under COBRA, the Company shall reimburse the Executive for the difference between the monthly COBRA premium paid by the 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 month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (A) the two year anniversary of the termination date; (B) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (C) the date on which the Executive receives or becomes eligible to receive substantially similar coverage from another employers; and (iv) The terms of any equity incentive plan or award agreements will determine to what extent, if any, such awards are accelerated for vesting and/or exercise periods , provided however with respect to the initial equity award set forth in Section 4.4, the Restricted Shares that would have vested on the vesting date immediately following such termination shall automatically become vested upon such terminationControl. (be) For purposes of this Agreement, “Change in Control” shall mean have the occurrence of any meaning given such term in the Award Agreement. Notwithstanding the foregoing, a Change in Control shall not occur unless such transaction constitutes a change in the ownership of the following:Company, a change in effective control of the Company, or a change in the ownership of a substantial portion of the Company's assets under Section 409A.

Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive's ’s employment hereunder is terminated by the Executive for Good Reason or by the Company or Parent without Cause (other than on account of the Executive's ’s death or Disability), in each case either concurrently with after announcement of a proposed Change in Control or within twenty-four eighteen (2418) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, Obligations and subject to the Executive's ’s compliance with Section 6, 6 and Section 7 and Section 8 of this Agreement and his Executive’s execution of a Release which becomes effective as provided thereinwithin 60 days following the Termination Date, for which the Company assigns significant value in agreeing to this Section 5.4, the Executive shall be entitled to receive the following: (ia) a lump sum continued Base Salary for two years following the Termination Date payable in equal installments over two years in accordance with the Company’s normal payroll practices, but no less frequently than monthly. Payment will commence no later than the second regular payroll date after ten business days following execution (and non-revocation) of the Release; provided that, the first installment payment shall include all amounts of Base Salary that would otherwise have been paid to Executive during the period beginning on the Termination Date and ending on the first payment date if no delay had been imposed; (b) an amount equal to two (2) times the sum 200% of the Executive’s Base Salary and Target Incentive target annual cash incentive compensation for the fiscal year in which the Termination Date occurs (or, if greater the year in which the Change in Control occurs), which shall be paid within thirty (30) in equal installments over two years in accordance with the Company’s normal payroll dates, but no less frequently than monthly. Payment will commence no later than the second regular payroll date after ten business days following the expiration execution (and non-revocation) of the Release Execution Period; (ii) a payment equal to the product of (i) the Target Bonus for the full calendar year in which the Date of Termination occurs and (ii) a fractionRelease; provided that, the numerator of which is the number of days the first installment payment shall include all amounts that would otherwise have been paid to Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year. This amount shall be paid no later than March 15th of the year following the year in which period beginning on the Termination Date occurs;and ending on the first payment date if no delay had been imposed; and (iiic) If the if Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (”COBRA”), the Company shall reimburse the Executive for the difference between the monthly COBRA premium paid by the Executive for himself Executive and his dependents and the monthly premium amount paid by similarly situated active executivesExecutive’s dependents. Such reimbursement shall be paid to the Executive on or before the fifteenth (15th) 15th day of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (Ai) the two year anniversary of the termination dateTermination Date; (Bii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (Ciii) the date on which the Executive receives or becomes eligible to receive substantially similar coverage from another employers; and (iv) The terms of any equity incentive plan employer or award agreements will determine to what extentother source. Notwithstanding the foregoing, if anythe Company’s making payments under this Section 5.4(c) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), such awards are accelerated for vesting and/or exercise periods , provided however with respect to or result in the initial equity award set forth in Section 4.4imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the Restricted Shares that would have vested on Parties agree to reform this Section 5.4(c) in a manner as is necessary to comply with the vesting date immediately following such termination shall automatically become vested upon such terminationACA. (b) For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following:

Change in Control Termination. If (ai) Notwithstanding any other provision contained herein, if the Executive's employment hereunder Employee is involuntarily terminated by the Executive Company (or its successor entity) other than for Cause or (ii) Employee voluntarily terminates his employment with the Company (or its successor entity) for Good Reason or by (either constituting a “Change in Control Termination”) within the Company without Cause thirteen (other than on account of the Executive's death or Disability), in each case either concurrently with or within twenty-four (2413) months following a Change in ControlControl or the one (1) month immediately preceding a Change in Control and in each case Employee signs a Release in a form acceptable to the Company and written acknowledgment of Employee’s continuing obligations under the Proprietary Information Agreement, the Executive Employee shall be entitled to the equivalent of ___(___) months of his Base Salary as in effect immediately prior to the Change in Control Termination Date. Employee shall also be eligible to receive a portion of Employee’s annual bonus pro-rated for time and performance as determined in the Accrued Amounts andsole discretion of the CEO or the Compensation Committee of the Board of Directors. The foregoing payments shall be payable, subject to employment tax withholdings and deductions, not later than the Executive's compliance with Section 6first regularly scheduled pay date following the Effective Date of the Release. In addition, Section 7 provided that Employee is eligible for and Section 8 timely elects continuation of this Agreement and his execution of a Release which becomes effective as provided thereinhealth insurance pursuant to COBRA, for which the Company assigns significant value a period of ___(___) months following a Change in agreeing to this Section 5.4, the Executive shall be entitled to receive the following: (i) a lump sum payment equal to two (2) times the sum of the Executive’s Base Salary and Target Incentive for the year in which the Termination Date occurs, which shall be paid within thirty (30) business days following the expiration of the Release Execution Period; (ii) a payment equal to the product of (i) the Target Bonus for the full calendar year in which the Date of Termination occurs and (ii) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year. This amount shall be paid no later than March 15th of the year following the year in which the Termination Date occurs; (iii) If the Executive timely and properly elects continuation coverage under COBRAControl Termination, the Company shall also reimburse the Executive Employee for the difference between the monthly cost of COBRA premium paid by the Executive for himself and his dependents and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall premiums to be paid in order for Employee to maintain medical insurance coverage that is substantially equivalent to that which Employee received immediately prior to the Executive on termination provided, however, that the fifteenth Company’s obligation to pay Employee’s COBRA premiums will cease immediately in the event Employee becomes eligible for group health insurance during the ___(15th___) day of month period, and Employee hereby agrees to promptly notify the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (A) the two year anniversary of the termination date; (B) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (C) the date on which the Executive receives or Company if he becomes eligible to receive substantially similar coverage from another employers; and be covered by group health insurance in such event (iv) The terms the salary continuation, bonus and COBRA reimbursement are collectively referred to as the “Change in Control Severance Benefits”). In addition, the Company will vest all of the Employee’s options to purchase shares of the Company’s common stock and such vesting shall occur upon the occurrence of the Change in Control in the case of any equity incentive plan or award agreements will determine to what extent, if any, such awards are accelerated for vesting and/or exercise periods , provided however with respect Change in Control Termination occurring prior to the initial equity award Change in Control or upon termination in the case of any Change in Control Termination occurring after the Change in Control. All other terms and conditions set forth in Section 4.4the options, the Restricted Shares that would have vested on 2007 Equity Incentive Plan, and the vesting date immediately following such termination applicable stock option agreements shall automatically become vested upon such terminationremain in full force and effect. (b) For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following:

Change in Control Termination. (a) a. Notwithstanding any other provision contained herein, if the Executive's employment hereunder is terminated by the Executive for Good Reason or by the Company without Cause (other than on account of the Executive's death or Disability), in each case either concurrently with or within twenty-four twelve (2412) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, and subject to the Executive's compliance with Section 6, Section 7 7, Section 8 and Section 8 9 of this Agreement and his the Executive's execution of a Release which becomes effective as provided therein, for which within 7 days following the Company assigns significant value in agreeing to this Section 5.4Termination Date, the Executive shall be entitled to receive the following: (i) i. a lump sum payment equal to two (2) times the sum of the Executive’s 's Base Salary and Target Incentive for the year in which the Termination Date occurs (or if greater, the year immediately preceding the year in which the Change in Control occurs), which shall be paid within thirty (30) business 45 days following the expiration of Termination Date; provided that, if the Release Execution PeriodPeriod begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year; (ii) a payment equal to the product of (i) the Target Bonus for the full calendar year in which the Date of Termination occurs and (ii) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year. This amount shall be paid no later than March 15th of the year following the year in which the Termination Date occurs; (iii) b. If the Executive timely and properly elects health plan continuation coverage under COBRA, the Company shall reimburse the Executive for the difference between the monthly COBRA premium paid by the Executive for himself and his dependents the Executive and the monthly premium amount paid by similarly situated active executivesExecutive's dependents. Such reimbursement shall be paid to the Executive on the fifteenth (15th) day 10th of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (Ai) the two year eighteen-month anniversary of the termination dateTermination Date; (Bii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (Ciii) the date on which the Executive receives or becomes eligible to receive substantially similar coverage from another employers; andemployer or other source. Notwithstanding the foregoing, if the Company's payments under this Section 5.4(b) would violate the nondiscrimination rules applicable to non-grandfathered, insured group plans under the ACA, or result in the imposition of penalties under the ACA, the parties agree to reform this Section 5.4(b) in a manner as is necessary to comply with the ACA. (iv) The c. Notwithstanding the terms of any equity incentive plan or award agreements will determine agreements, as applicable: i. all outstanding unvested stock options/stock appreciation rights granted to what extentthe Executive during the Employment Term shall become fully vested and exercisable for the remainder of their full term; ii. all outstanding equity-based compensation awards that do not vest based on the attainment of performance goals shall become fully vested and the restrictions thereon shall lapse; provided that, if any, any delays in the settlement or payment of such awards that are accelerated for vesting and/or exercise periods , provided however with respect to the initial equity award set forth in the applicable award agreement and that are required under Section 4.4, the Restricted Shares 409A shall remain in effect; and iii. all outstanding equity-based compensation awards that would have vested vest based on the vesting date immediately following such termination attainment of performance goals shall automatically become vested upon such terminationremain outstanding and shall vest or be forfeited in accordance with the terms of the applicable award agreements, if the applicable performance goals are satisfied. (b) d. For purposes of this Agreement, “"Change in Control” " shall mean the occurrence of any of the followingfollowing after the Effective Date:

Change in Control Termination. (a) Notwithstanding any other provision contained herein, in substitution for the Executive’s rights under Section 5.2 (which shall cease to apply) if the Executive's employment hereunder is terminated by the Executive for Good Reason or by the Company without Cause (other than on account of the Executive's death or Disability), in each case either concurrently with or within twenty-four twelve (2412) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, subject to 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 Company assigns significant value in agreeing to this Section 5.4, the Executive shall be entitled to receive the following: (i) a lump sum payment equal to two (2) times the sum of the Executive’s 's Base Salary and Target Incentive Bonus for the year in which the Termination Date occurs (or if greater, the year immediately preceding the year in which the Change in Control occurs), which shall be paid within thirty (30) business days following the expiration of the Release Execution Period; (ii) a payment equal to the product of (i) the Target Bonus for the full calendar year in which the Date of Termination occurs and (ii) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such yearDate. This amount shall be paid no later than March 15th of the year following the year in which the Termination Date occurs; (iii) If the Executive timely and properly elects health plan continuation coverage under COBRA, the Company shall reimburse the Executive for the monthly COBRA premium paid by the Executive for the Executive and the Executive's dependents OR the difference between the monthly COBRA premium paid by the Executive for himself Executive and his the Executive's 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 first of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (Ai) the two year eighteen-month anniversary of the termination dateTermination Date; (Bii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (Ciii) the date on which the Executive receives or becomes eligible to receive substantially similar coverage from another employers; andemployer or other source. (ivb) The Notwithstanding the terms of any equity incentive plan or award agreements will determine to what extentagreements, if any, such awards are accelerated for vesting and/or exercise periods , provided however with respect as applicable all outstanding unvested stock options/stock appreciation rights granted to the initial equity award set forth in Section 4.4, Executive during the Restricted Shares Employment Term shall become fully vested and exercisable and all outstanding equity-based compensation awards other than stock options/stock appreciation rights that would have vested vest based on the vesting date immediately following such termination attainment of performance goals shall automatically become vested upon such termination.remain outstanding and shall vest or be forfeited, depending on the level of achievement of the applicable performance goals, in accordance with the terms of the applicable award agreements ; (bc) For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the followingfollowing after the Effective Date:

Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive's ’s employment hereunder is terminated by the Executive for Good Reason or by the Company without Cause (other than on account of the Executive's ’s death or Disability), in each case either concurrently with or within twenty-four twelve (2412) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, (which amounts shall be paid in accordance with Section 5.1) and subject to the Executive's ’s compliance with Section 6, Section 7 7, Section 8 and Section 8 9 of this Agreement and his Executive’s execution of a Release which becomes effective as provided thereinwithin twenty-eight (28) days following the Termination Date, for which the Company assigns significant value in agreeing to this Section 5.4, the Executive shall be entitled to receive the following: (i) a lump sum payment equal to two (2) times the sum of the Executive’s Base Salary and Target Incentive Bonus for the year in which the Termination Date occurs, which shall be paid within thirty occurs (30) business days following the expiration of the Release Execution Period; (ii) a payment equal to the product of (i) the Target Bonus for the full calendar year in which the Date of Termination occurs and (ii) a fractionor if greater, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year. This amount shall be paid no later than March 15th of the year following immediately preceding the year in which the Termination Date Change in Control occurs;); provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year. Company agrees that Executive will be treated no less favorably than other executives of Company with regard to equity awards granted beginning in calendar year 2016, to the extent consistent with applicable law and the terms of the applicable employee benefit plans. (iiib) If the Executive timely and properly elects continuation coverage under COBRA, the Company shall reimburse the Executive for the difference between the monthly COBRA premium paid by the Executive for himself Executive and his dependents and the monthly premium amount paid by similarly situated active executivesExecutive’s dependents. Such reimbursement shall be paid to the Executive on the fifteenth (15th) day of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (Ai) the two year eighteen (18) month anniversary of the termination dateTermination Date; (Bii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (Ciii) the date on which the Executive either receives or becomes eligible to receive substantially similar coverage from another employers; and (iv) The employer. To the extent the medical benefits provided for in this Section are not permissible after termination of employment under the terms of any equity incentive the health care plan or award agreements will determine of Company then in effect (and cannot be provided through Company’s paying the applicable premium for Executive under COBRA), Company shall pay to what extent, if any, Executive such awards amounts as are accelerated for vesting and/or exercise periods , provided however necessary to provide Executive with respect an amount equal to the initial equity award set forth in Section 4.4cost of Executive acquiring on a non-group basis, for the Restricted Shares required period, those health benefits that would have vested on the vesting date immediately following such termination shall automatically become vested upon such otherwise be lost to Executive and Executive’s eligible dependants as a result of Executive’s termination. (bc) For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following:

Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive's employment hereunder is terminated by the Executive for Good Reason or by the Company without Cause (other than on account of the Executive's death or Disability), in each case either concurrently with or within twenty-four (24) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, subject to the Executive's compliance with Section 6, Section 7 and Section 8 of this Agreement and his her execution of a Release which becomes effective as provided therein, for which the Company assigns significant value in agreeing to this Section 5.4, the Executive shall be entitled to receive the following: (i) a lump sum payment equal to two (2) times the sum of the Executive’s Base Salary and Target Incentive Bonus for the year in which the Termination Date occurs, which shall be paid within thirty (30) business days following the expiration of the Release Execution Period; (ii) a payment equal to the product of (i) the Target Bonus for the full calendar year in which the Date of Termination occurs and (ii) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year. This amount shall be paid no later than March 15th of the year following the year in which the Termination Date occurs;. (iii) If the Executive timely and properly elects continuation coverage under COBRA, the Company shall reimburse the Executive for the difference between the monthly COBRA premium paid by the Executive for himself herself and his her 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 month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (A) the two year anniversary of the termination dateTermination Date; (B) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (C) the date on which the Executive receives or becomes eligible to receive substantially similar coverage from another employers; and (iv) [intentionally deleted]. (v) The terms of any equity incentive plan or award agreements will determine to what extent, if any, such awards are accelerated for vesting and/or exercise periods , provided however with respect to the initial equity award set forth in Section 4.4, the Restricted Shares that would have vested on the vesting date immediately following such termination shall automatically become vested upon such terminationperiods. (b) For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following: