Common use of Compensation in Event of Termination Clause in Contracts

Compensation in Event of Termination. The Company and Executive acknowledge that Executive’s employment is and shall continue to be at-will, as defined under applicable law, and that Executive’s employment with the Company may be terminated by either party at any time for any or no reason, with or without notice. If Executive’s employment terminates for any reason, Executive shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided in this Agreement. Executive’s employment under this Agreement shall be terminated immediately on the death of Executive. Upon termination of the Term for any reason, the Company shall have no further obligation to Executive except to pay the amounts set forth in this Section 9. (a) In the event Executive’s employment is terminated pursuant to Sections 8(a)(i), (ii), (iii) or (vii) during or at the expiration of the Term, or pursuant to Section 8(a)(iv) as a result of expiration or non-renewal of the Term by reason of notice of non-renewal by Executive, Executive or his estate, conservator or designated beneficiary, as the case may be, shall be entitled to payment of any earned but unpaid Annual Salary through the date of termination, as well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled. Following any such termination, neither Executive nor his estate, conservator or designated beneficiary shall be entitled to receive any other payment provided for hereunder with respect to any period after such termination, except as Executive may otherwise be entitled pursuant to any employee benefit plan. (b) In the event Executive’s employment is terminated pursuant to Section 8(a)(v) or (vi), or pursuant to Section 8(a)(iv) as a result of expiration or non-renewal of the Term by reason of notice of non-renewal by the Company (provided Executive is willing and able, at the time of such expiration or non-renewal, to continue performing services on the terms and conditions set forth herein during any renewal Term), Executive shall be entitled to receive, as his sole and exclusive remedy, (i) payment of any earned but unpaid Annual Salary through the date of termination, as well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled and (ii) a lump sum payment equal to (x) if such termination occurs on or prior to the first anniversary of the Effective Date, the greater of (A) Executive’s Annual Salary as in effect immediately prior to the date of termination, or (B) $365,000, or (y) if such termination occurs following the first anniversary of the Effective Date, the greater of (A) fifty percent (50%) of Executive’s Annual Salary as in effect immediately prior to the date of termination, or (B) $182,500, which amount shall be paid in exchange for a standard release of claims. Executive will not receive the severance in this Section 9(b) if he does not sign the release of claims within fifty (50) days following his date of termination, or he revokes the release. The severance will be paid on the eighth (8th) day following the effective date of the release. (c) This Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and, accordingly, the severance payments payable under Section 9(b)(ii) shall be paid no later than the later of: (i) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth (15th) day of the third month following the first taxable year of the Company in which such severance benefit is no longer subject to a substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Section 409A of the Code. For purposes of this Agreement, all references to Executive’s “termination of employment” shall mean Executive’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)). (d) Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employment with the Company Executive is a “specified employee” as defined in Code Section 409A, as determined by the Company in accordance with Code Section 409A, to the extent that the payments or benefits under this Agreement are subject to Code Section 409A and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i), then such portion shall be paid or distributed to Executive during the thirty (30) day period commencing on the earlier of (i) the date that is six (6) months following Executive’s termination of employment with the Company, (ii) the date of Executive’s death, or (iii) the earliest date as is permitted under Code Section 409A.

Compensation in Event of Termination. The Company and Executive acknowledge that Executive’s employment is and shall continue to be at-will, as defined under applicable law, and that Executive’s employment with the Company may be terminated by either party at any time for any or no reason, with or without notice. If Executive’s employment terminates for any reason, Executive shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided in this Agreement. Executive’s employment under this Agreement shall be terminated immediately on the death of Executive. Upon termination of the Term for any reason, the Company shall have no further obligation to Executive except to pay the amounts set forth in this Section 9. (a) In the event Executive’s employment is terminated pursuant to Sections 8(a)(i), (ii), (iii) or (vii) during or at the expiration of the Term, or pursuant to Section 8(a)(iv) as a result of expiration or non-renewal of the Term by reason of notice of non-renewal by Executive, Executive or his estate, conservator or designated beneficiary, as the case may be, shall be entitled to payment of any earned but unpaid Annual Salary through the date of termination, as well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled. Following any such termination, neither Executive nor his estate, conservator or designated beneficiary shall be entitled to receive any other payment provided for hereunder with respect to any period after such termination, except as Executive may otherwise be entitled pursuant to any employee benefit plan. (b) In the event Executive’s employment is terminated pursuant to Section 8(a)(v) or (vi), or pursuant to Section 8(a)(iv) as a result of expiration or non-renewal of the Term by reason of notice of non-renewal by the Company (provided Executive is willing and able, at the time of such expiration or non-renewal, to continue performing services on the terms and conditions set forth herein during any renewal Term), Executive shall be entitled to receive, as his sole and exclusive remedy, (i) payment of any earned but unpaid Annual Salary through the date of termination, as well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled and (ii) a lump sum payment equal to the sum of (x) if such termination occurs on or prior to the first anniversary of the Effective Date, the greater of (A) Executive’s Annual Salary as in effect immediately prior to the date of termination, or (B) $365,000400,000, or plus (y) if such termination occurs following an amount equal to the first anniversary sum of the Effective Date, bonuses earned by Executive pursuant to Section 4(b) for the greater of (A) fifty percent (50%) of Executive’s Annual Salary as in effect immediately prior to four most recently completed calendar quarters preceding the date of termination, or (B) $182,500, which amount shall be paid in exchange for a standard release of claims. Executive will not receive the severance in this Section 9(b) if he does not sign the release of claims within fifty (50) days following his date of termination, or he revokes the release. The severance will be paid on the eighth (8th) day following the effective date of the release. (c) This Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and, accordingly, the severance payments payable under Section 9(b)(ii) shall be paid no later than the later of: (i) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth (15th) day of the third month following the first taxable year of the Company in which such severance benefit is no longer subject to a substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Section 409A of the Code. For purposes of this Agreement, all references to Executive’s “termination of employment” shall mean Executive’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)). (d) Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employment with the Company Executive is a “specified employee” as defined in Code Section 409A, as determined by the Company in accordance with Code Section 409A, to the extent that the payments or benefits under this Agreement are subject to Code Section 409A and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i), then such portion shall be paid or distributed to Executive during the thirty (30) day period commencing on the earlier of (i) the date that is six (6) months following Executive’s termination of employment with the Company, (ii) the date of Executive’s death, or (iii) the earliest date as is permitted under Code Section 409A.

Compensation in Event of Termination. The Company and Executive acknowledge that Executive’s employment is and shall continue to be at-will, as defined under applicable law, and that Executive’s employment with the Company may be terminated by either party at any time for any or no reason, with or without notice. If Executive’s employment terminates for any reason, Executive shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided in this Agreement. Executive’s employment under this Agreement shall be terminated immediately on the death of Executive. Upon termination of the Term Executive's employment for any reason, the Company shall have no further obligation to Executive except to pay the amounts set forth in this Section 98. (a) In the event Executive’s employment is terminated pursuant to Sections 8(a)(i7(a)(i), (ii), (iii) or (vii) during or at the expiration of the Term, or pursuant to Section 8(a)(iv) as a result of expiration or non-renewal of the Term by reason of notice of non-renewal by Executivevi), Executive or his estate, conservator or designated beneficiary, as the case may be, shall be entitled to payment of any earned but unpaid Annual Salary through the date of termination, as well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled. Following any such termination, neither Executive nor his estate, conservator or designated beneficiary shall be entitled to receive any other payment provided for hereunder with respect to any period after such termination, except as Executive may otherwise be entitled pursuant to any employee benefit plan. (b) In the event Executive’s employment is terminated pursuant to Section 8(a)(v7(a)(iv) or (vi), or pursuant to Section 8(a)(iv) as a result of expiration or non-renewal of the Term by reason of notice of non-renewal by the Company (provided Executive is willing and able, at the time of such expiration or non-renewal, to continue performing services on the terms and conditions set forth herein during any renewal Termv), Executive shall be entitled to receive, as his sole and exclusive remedy, (i) payment of any earned but unpaid Annual Salary through the date of termination, as well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled and entitled, (ii) a lump sum payment equal to the sum of (x) if such termination occurs on or prior to the first anniversary of the Effective Date, the greater of (A) Executive’s Annual Salary as in effect immediately prior to the date of termination, or six (B6) $365,000, or (y) if such termination occurs following the first anniversary of the Effective Date, the greater of (A) fifty percent (50%) months of Executive’s Annual Salary as in effect immediately prior to the date of termination, or (B) $182,500150,000, plus (y) an amount equal to the bonus earned by Executive pursuant to Section 4(b) for the calendar quarter in which the date of termination occurs to be determined based on actual performance for such quarter, which amount shall be paid in exchange for a standard release of claims, and (iii) if the Executive elects COBRA continuation coverage of medical and/or dental benefits and payments for the six (6) months following the date of termination, Company will pay such COBRA employee premiums only after the Executive has signed and returned all required COBRA Election forms within the time frame outlined in the applicable COBRA packet. The Executive’s COBRA packet will be mailed to his home address upon termination. For continuation coverage of benefits other than medical or dental (e.g. vision or EAP) or for continuation of medical or dental coverage beyond such six (6) month period, the Executive must submit premium payments, at his own expense, per the COBRA provisions outlined in the applicable COBRA packet. Executive will not receive the severance in this Section 9(b8(b) if he does not sign the release of claims within fifty (50) days following his date of termination, or he revokes the release. The severance will be paid on the eighth (8th) day following the effective date of the release; provided that, subject to Section 8(d), in no event will the severance be paid beyond the date specified in the first section of Section 8(c) below. (c) This Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and, accordingly, the severance payments payable under Section 9(b)(ii8(b)(ii) shall be paid no later than the later of: (i) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth (15th) day of the third month following the first taxable year of the Company in which such severance benefit is no longer subject to a substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Section 409A of the Code. For purposes of this Agreement, all references to Executive’s “termination of employment” shall mean Executive’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)). (d) Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employment with the Company Executive is a “specified employee” as defined in Code Section 409A, as determined by the Company in accordance with Code Section 409A, to the extent that the payments or benefits under this Agreement are subject to Code Section 409A and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i), then such portion shall be paid or distributed to Executive during the thirty (30) day period commencing on the earlier of (i) the date that is six (6) months following Executive’s termination of employment with the Company, (ii) the date of Executive’s death, or (iii) the earliest date as is permitted under Code Section 409A.

Compensation in Event of Termination. The Company and Executive acknowledge that Executive’s employment is and shall continue to be at-will, as defined under applicable law, and that Executive’s employment with the Company may be terminated by either party at any time for any or no reason, with or without notice. If Executive’s employment terminates for any reason, Executive shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided in this Agreement. Executive’s employment under this Agreement shall be terminated immediately on the death of Executive. Upon termination of the Term for any reason, the Company shall have no further obligation to Executive except to pay the amounts set forth in this Section 9. (a) In the event Executive’s employment is terminated pursuant to Sections 8(a)(i), (ii), (iii) (iv), or (vii) during or at the expiration of the Term, or pursuant to Section 8(a)(iv) as a result of expiration or non-renewal of the Term by reason of notice of non-renewal by Executive, Executive or his estate, conservator or designated beneficiary, as the case may be, shall be entitled to payment of any earned but unpaid Annual Salary through the date of termination, as well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled. Following any such termination, neither Executive nor his estate, conservator or designated beneficiary shall be entitled to receive any other payment provided for hereunder with respect to any period after such termination, except as Executive may otherwise be entitled pursuant to any employee benefit plan. (b) In the event Executive’s employment is terminated pursuant to Section 8(a)(v) or (vi), or pursuant to Section 8(a)(iv) as a result of expiration or non-renewal of during the Term by reason of notice of non-renewal by the Company (provided Executive is willing and able, at the time of such expiration or non-renewal, to continue performing services on the terms and conditions set forth herein during any renewal Term), Executive shall be entitled to receive, as his sole and exclusive remedy, (ix) payment of any earned but unpaid Annual Salary through the date of termination, as well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled and (iiy) a lump sum payment equal to (x) if such termination occurs on or prior to the first anniversary of the Effective Date, the greater of (A) Executive’s Annual Salary as in effect immediately prior to the date of termination, or (B) $365,000, or (y) if such termination occurs following the first anniversary of the Effective Date, the greater of (A) fifty percent (50%) of Executive’s Annual Salary as in effect immediately prior to the date of termination, or (B) $182,500, which amount shall be paid in exchange for a standard release of claims. Executive will not receive the severance in this Section 9(b) if he does not sign the release of claims within fifty (50) days following his date of termination, or he revokes the release. The severance will be paid on the eighth (8th) day following the effective date of the release. (c) This Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and, accordingly, the severance payments payable under Section 9(b)(ii9(b)(y) shall be paid no later than the later of: (i) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth (15th) day of the third month following the first taxable year of the Company in which such severance benefit is no longer subject to a substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Section 409A of the Code. For purposes of this Agreement, all references to Executive’s “termination of employment” shall mean Executive’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)). (d) Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employment with the Company Executive is a “specified employee” as defined in Code Section 409A, as determined by the Company in accordance with Code Section 409A, to the extent that the payments or benefits under this Agreement are subject to Code Section 409A and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i), then such portion shall be paid or distributed to Executive during the thirty (30) day period commencing on the earlier of (ix) the date that is six (6) months following Executive’s termination of employment with the Company, (iiy) the date of Executive’s death, or (iiiz) the earliest date as is permitted under Code Section 409A.

Compensation in Event of Termination. The Company and Executive acknowledge that Executive’s employment is and shall continue to be at-will, as defined under applicable law, and that Executive’s employment with the Company may be terminated by either party at any time for any or no reason, with or without notice. If Executive’s employment terminates for any reason, Executive shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided in this Agreement. Executive’s employment under this Agreement shall be terminated immediately on the death of Executive. Upon termination of the Term Executive’s employment for any reason, the Company shall have no further obligation to Executive except to pay the amounts set forth in this Section 98. (a) In the event Executive’s employment is terminated pursuant to Sections 8(a)(i7(a)(i), (ii), (iii) or (vii) during or at the expiration of the Term, or pursuant to Section 8(a)(iv) as a result of expiration or non-renewal of the Term by reason of notice of non-renewal by Executivevi), Executive or his estate, conservator or designated beneficiary, as the case may be, shall be entitled to payment of any earned but unpaid Annual Salary through the date of termination, as well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled. Following any such termination, neither Executive nor his estate, conservator or designated beneficiary shall be entitled to receive any other payment provided for hereunder with respect to any period after such termination, except as Executive may otherwise be entitled pursuant to any employee benefit plan. (b) In the event Executive’s employment is terminated pursuant to Section 8(a)(v7(a)(iv) or (vi), or pursuant to Section 8(a)(iv) as a result of expiration or non-renewal of the Term by reason of notice of non-renewal by the Company (provided Executive is willing and able, at the time of such expiration or non-renewal, to continue performing services on the terms and conditions set forth herein during any renewal Termv), Executive shall be entitled to receive, as his sole and exclusive remedy, (i) payment of any earned but unpaid Annual Salary through the date of termination, as well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled and entitled; (ii) a lump sum payment equal to (x) if such termination occurs on or prior to the first anniversary of the Effective Date, the greater of (A) Executive’s Annual Salary as in effect immediately prior to the date of termination, or termination (Bthe “Severance Payment”); and (iii) $365,000, or full acceleration of all outstanding equity awards held by Executive (ywith the exception that the Special Option shall only vest on an accelerated basis pursuant to this clause (iii) if in the event such termination occurs on or within 12 months following a Change in Control (as defined in the first anniversary of 2017 Plan)) (the Effective Date“Equity Acceleration”). Notwithstanding the foregoing, the greater of (A) fifty percent (50%) of Executive’s Annual Salary as in effect immediately prior to the date of termination, or (B) $182,500, which amount shall be paid in exchange for a standard release of claims. Executive will not receive the severance in this Section 9(b) Severance Payment or the Equity Acceleration if he does not sign the a release of claims against the Company in a form reasonably acceptable to the Company within fifty (50) days following his date of termination, or he revokes the release. The severance Severance Payment will be paid made on the eighth (8th) day following the effective date of the release; provided that, subject to Section 8(d), in no event will the Severance Payment be made beyond the date specified in the first section of Section 8(c) below. (c) This Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and, accordingly, the severance payments payable under Section 9(b)(ii8(b)(ii) shall be paid no later than the later of: (i) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth (15th) day of the third month following the first taxable year of the Company in which such severance benefit is no longer subject to a substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Section 409A of the Code. For purposes of this Agreement, all references to Executive’s “termination of employment” shall mean Executive’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)) (“Separation from Service”). (d) Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employment Separation from Service with the Company Executive is a “specified employee” as defined in Code Section 409A, as determined by the Company in accordance with Code Section 409A, to the extent that the payments or benefits under this Agreement are subject to Code Section 409A and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i), then such portion shall be paid or distributed to Executive during the thirty (30) day period commencing on the earlier of (i) the date that is six (6) months following Executive’s termination of employment with the CompanySeparation from Service, (ii) the date of Executive’s death, or (iii) the earliest date as is permitted under Code Section 409A.

Compensation in Event of Termination. The Company and Executive acknowledge that Executive’s employment is and shall continue to be at-will, as defined under applicable law, and that Executive’s employment with the Company may be terminated by either party at any time for any or no reason, with or without notice. If Executive’s employment terminates for any reason, Executive shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided in this Agreement. Executive’s employment under this Agreement shall be terminated immediately on the death of Executive. Upon termination of the Term for any reason, the Company shall have no further obligation to Executive except to pay the amounts set forth in this Section 9. (a) In the event Executive’s employment is terminated pursuant to Sections 8(a)(i), (ii), (iii) (iv), or (vii) during or at the expiration of the Term, or in the event Executive’s employment is terminated pursuant to Section 8(a)(iv8(a)(v) as a result of expiration or non-renewal of (vi) during the Term by reason of notice of non-renewal by Executivebut prior to a “Change in Control” (as such term is defined in the Company’s 2001 Stock Incentive Plan, as amended), Executive or his estate, conservator or designated beneficiary, as the case may be, shall be entitled to payment of any earned but unpaid Annual Salary through the date of termination, as well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled. Following any such termination, neither Executive nor his estate, conservator or designated beneficiary shall be entitled to receive any other payment provided for hereunder with respect to any period after such termination, except as Executive may otherwise be entitled pursuant to any employee benefit plan. (b) In the event Executive’s employment is terminated pursuant to Section 8(a)(v) or (vi), or pursuant to Section 8(a)(iv) as a result of expiration or non-renewal of during the Term by reason of notice of non-renewal by the Company (provided Executive is willing and able, at the time of such expiration or non-renewal, to continue performing services on the terms and conditions set forth herein during any renewal Term)termination occurs following a Change in Control, Executive shall be entitled to receive, as his sole and exclusive remedy, (ix) payment of any earned but unpaid Annual Salary through the date of termination, as well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled and (iiy) a lump sum payment equal to (x) if such termination occurs on or prior to the first anniversary of the Effective Date, the greater of (A) Executive’s Annual Salary as in effect immediately prior to the date of termination, or (B) $365,000, or (y) if such termination occurs following the first anniversary of the Effective Date, the greater of (A) fifty percent (50%) of Executive’s Annual Salary as in effect immediately prior to the date of termination, or (B) $182,500825,000, which amount shall be paid in exchange for a standard release of claims. Executive will not receive the severance in this Section 9(b) if he does not sign the release of claims within fifty (50) days following his date of termination, or he revokes the release. The severance will be paid on the eighth (8th) day following the effective date of the release. (c) This Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and, accordingly, the severance payments payable under Section 9(b)(ii9(b)(y) shall be paid no later than the later of: (i) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth (15th) day of the third month following the first taxable year of the Company in which such severance benefit is no longer subject to a substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Section 409A of the Code. For purposes of this Agreement, all references to Executive’s “termination of employment” shall mean Executive’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)). (d) Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employment with the Company Executive is a “specified employee” as defined in Code Section 409A, as determined by the Company in accordance with Code Section 409A, to the extent that the payments or benefits under this Agreement are subject to Code Section 409A and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i), then such portion shall be paid or distributed to Executive during the thirty (30) day period commencing on the earlier of (ix) the date that is six (6) months following Executive’s termination of employment with the Company, (iiy) the date of Executive’s death, or (iiiz) the earliest date as is permitted under Code Section 409A.

Compensation in Event of Termination. The Company and Executive acknowledge that Executive’s employment is and shall continue to be at-will, as defined under applicable law, and that Executive’s employment with the Company may be terminated by either party at any time for any or no reason, with or without notice. If Executive’s employment terminates for any reason, Executive shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided in this Agreement. Executive’s employment under this Agreement shall be terminated immediately on the death of Executive. Upon termination of the Term for any reasonTerm, ------------------------------------ this Agreement will terminate and the Company shall will have no further obligation to Executive except to pay the amounts set forth in this Section 9.. ---------- (a) In the event Executive’s 's employment is terminated pursuant to Sections 8(a)(i), (ii), (iii) or (viiiv) during on or at before the expiration of the Term, or pursuant to Section 8(a)(iv) as a result of expiration or non-renewal of the Term by reason of notice of non-renewal by Executive, Executive or his estate, conservator or designated beneficiary, as the case may be, shall will be entitled to payment of any earned but unpaid Annual Salary for the year in which the Executive's employment is terminated through the date of termination, as well as any accrued but unused vacation, reimbursement of expenses and vested benefits and unreimbursed business expenses to which Executive is entitled. Following any such termination, neither Executive nor his estate, conservator or designated beneficiary shall be entitled to receive any other payment provided for hereunder in accordance with respect to any period after such termination, except as Executive may otherwise be entitled pursuant to any employee benefit the terms of each applicable Employee Benefits plan. (b) In the event Executive’s 's employment is terminated pursuant to Section 8(a)(v) or (vi), ) on or pursuant to Section 8(a)(iv) as a result of before the expiration or non-renewal of the Term by reason of notice of non-renewal by the Company (provided Executive is willing and able, at the time of such expiration or non-renewal, to continue performing services on the terms and conditions set forth herein during any renewal Term), Executive shall will be entitled to receivereceive on the date of termination, as his sole and exclusive remedy, (i) payment of any earned but unpaid Annual Salary through the date of termination, as well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled and (ii) a lump sum payment amount equal to (x) 18 months of payments that Executive would receive under the Agreement if such termination occurs on or prior to his employment with the first anniversary of the Effective DateCompany had not been terminated, including, but not limited to, the greater of (A) Executive’s Annual Salary as in effect immediately prior to at the date time of terminationtermination and bonuses (payable at time they would be otherwise be payable), or (B) $365,000vacation, or (y) if such termination occurs following the first anniversary benefits and reimbursement of the Effective Date, the greater of (A) fifty percent (50%) of Executive’s Annual Salary as in effect immediately prior to the date of termination, or (B) $182,500, which amount shall be paid in exchange for a standard release of claims. Executive will not receive the severance in this Section 9(b) if he does not sign the release of claims within fifty (50) days following his date of termination, or he revokes the release. The severance will be paid on the eighth (8th) day following the effective date of the releaseexpenses. (c) This In the event that it shall be determined by the Company's public accounting firm that any payment or distribution by the Company or its affiliated companies to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement is not intended or otherwise, but determined without regard to provide for any deferral of compensation adjustment required under this Section 9(c) (a "Payment")), would be subject to the excise tax imposed by Section 409A 4999 of the Internal Revenue Code of 1986, as amended or any amendment, replacement or similar provision thereto, or any interest or penalties are incurred by Executive (the “Code”), and, accordingly, the severance payments payable under Section 9(b)(ii) shall be paid no later other than the later of: (i) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth (15th) day of the third month following the first taxable year of the Company in which such severance benefit is no longer subject to a substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. Each series of installment payments made under this Agreement is hereby designated interest or penalties incurred as a series of “separate payments” within the meaning of Section 409A of the Code. For purposes of this Agreement, all references to Executive’s “termination of employment” shall mean Executive’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)). (d) Notwithstanding anything to the contrary in this Agreement, if at the time result of Executive’s termination 's failure promptly to file appropriate tax returns or amended tax returns after notification of employment with the Company Executive is a “specified employee” as defined in Code Section 409A, as determined such determination by the Company in accordance Company's public accounting firm) with Code Section 409Arespect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the extent that the payments or benefits under this Agreement are subject to Code Section 409A and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i"Excise Tax"), then such portion Executive shall be paid entitled to receive within 30 days following such determination or distributed such occurrence, as the case may be, an additional payment (a "Gross Up Payment") in an amount such that after payment by Executive of the Excise Tax imposed upon the Gross-Up Payment, Executive will retain an amount equal to Executive during the thirty (30) day period commencing on the earlier of (i) the date that is six (6) months following Executive’s termination of employment with the Company, (ii) the date of Executive’s death, or (iii) the earliest date as is permitted under Code Section 409A.amount he would have retained had no Exercise Tax been imposed.

Compensation in Event of Termination. The Company and Executive acknowledge that Executive’s employment is and shall continue to be at-will, as defined under applicable law, and that Executive’s employment with the Company may be terminated by either party at any time for any or no reason, with or without notice. If Executive’s employment terminates for any reason, Executive shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided in this Agreement. Executive’s employment under this Agreement shall be terminated immediately on the death of Executive. Upon termination of the Term for any reason, the Company shall have no further obligation to Executive except to pay the amounts set forth in this Section 9. (a) In the event Executive’s employment is terminated pursuant to Sections 8(a)(i), (ii), (iii) (iv), or (vii) during or at the expiration of the Term, or pursuant to Section 8(a)(iv) as a result of expiration or non-renewal of the Term by reason of notice of non-renewal by Executive, Executive or his estate, conservator or designated beneficiary, as the case may be, shall be entitled to payment of any earned but unpaid Annual Salary through the date of termination, as well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled. Following any such termination, neither Executive nor his estate, conservator or designated beneficiary shall be entitled to receive any other payment provided for hereunder with respect to any period after such termination, except as Executive may otherwise be entitled pursuant to any employee benefit plan. (b) In the event Executive’s employment is terminated pursuant to Section 8(a)(v) or (vi), or pursuant to Section 8(a)(iv) as a result of expiration or non-renewal of during the Term by reason of notice of non-renewal by and such termination occurs prior to a “Change in Control” (as such term is defined in the Company (provided Executive is willing and ableCompany’s 2001 Stock Incentive Plan, at the time of such expiration or non-renewal, to continue performing services on the terms and conditions set forth herein during any renewal Termas amended), Executive shall be entitled to receive, as his sole and exclusive remedy, (ix) payment of any earned but unpaid Annual Salary through the date of termination, as well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled and (iiy) a lump sum payment equal to (x) if such termination occurs on or prior to the first anniversary of the Effective Date, the greater of (Ai) Executive’s Annual Salary as in effect immediately prior to the date of termination, termination or (Bii) $365,000, or two (y2) if such termination occurs following the first anniversary of the Effective Date, the greater of (A) fifty percent (50%) of times Executive’s Annual Salary as in effect immediately 2008 annual base salary prior to the date of termination, or giving effect to any voluntary salary reduction (B) which annual base salary was $182,500825,000 prior to giving effect to any such reduction), which amount shall be paid in exchange for a standard release of claims. Executive will not receive the severance in this Section 9(b) if he does not sign the release of claims within fifty (50) days following his date of termination, or he revokes the release. The severance will be paid on the eighth (8th) day following the effective date of the release. (c) In the event Executive’s employment is terminated pursuant to Section 8(a)(v) or (vi) during the Term and such termination occurs following a Change in Control, Executive shall be entitled to receive, as his sole and exclusive remedy, (x) payment of any earned but unpaid Annual Salary through the date of termination, as well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled and (y) a lump sum payment equal to the greater of (i) Executive’s Annual Salary as in effect immediately prior to the date of termination or (ii) three (3) times Executive’s 2008 annual base salary prior to giving effect to any voluntary salary reduction (which annual base salary was $825,000 prior to giving effect to any such reduction), which amount shall be paid in exchange for a standard release of claims. Executive will not receive the severance in this Section 9(c) if he does not sign the release of claims within fifty (50) days following his date of termination, or he revokes the release. The severance will be paid on the eighth (8th) day following the effective date of the release. (d) This Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and, accordingly, the severance payments payable under Section 9(b)(iiSections 9(b)(y) and 9(c)(y) shall be paid no later than the later of: (i) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth (15th) day of the third month following the first taxable year of the Company in which such severance benefit is no longer subject to a substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Section 409A of the Code. For purposes of this Agreement, all references to Executive’s “termination of employment” shall mean Executive’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)). (de) Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employment with the Company Executive is a “specified employee” as defined in Code Section 409A, as determined by the Company in accordance with Code Section 409A, to the extent that the payments or benefits under this Agreement are subject to Code Section 409A and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i), then such portion shall be paid or distributed to Executive during the thirty (30) day period commencing on the earlier of (ix) the date that is six (6) months following Executive’s termination of employment with the Company, (iiy) the date of Executive’s death, or (iiiz) the earliest date as is permitted under Code Section 409A.

Compensation in Event of Termination. The Company and Executive acknowledge that Executive’s employment is and shall continue to be at-will, as defined under applicable law, and that Executive’s employment with the Company may be terminated by either party at any time for any or no reason, with or without notice. If Executive’s employment terminates for any reason, Executive shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided in this Agreement. Executive’s employment under this Agreement shall be terminated immediately on the death of Executive. Upon termination of the Term Executive's employment for any reason, the Company shall have no further obligation to Executive except to pay the amounts set forth in this Section 98. (a) In the event Executive’s employment is terminated pursuant to Sections 8(a)(i7(a)(i), (ii), (iii) or (vii) during or at the expiration of the Term, or pursuant to Section 8(a)(iv) as a result of expiration or non-renewal of the Term by reason of notice of non-renewal by Executivevi), Executive or his her estate, conservator or designated beneficiary, as the case may be, shall be entitled to payment of any earned but unpaid Annual Salary through the date of termination, as well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled. Following any such termination, neither Executive nor his her estate, conservator or designated beneficiary shall be entitled to receive any other payment provided for hereunder with respect to any period after such termination, except as Executive may otherwise be entitled pursuant to any employee benefit plan. (b) In the event Executive’s employment is terminated pursuant to Section 8(a)(v7(a)(iv) or (vi), or pursuant to Section 8(a)(iv) as a result of expiration or non-renewal of the Term by reason of notice of non-renewal by the Company (provided Executive is willing and able, at the time of such expiration or non-renewal, to continue performing services on the terms and conditions set forth herein during any renewal Termv), Executive shall be entitled to receive, as his her sole and exclusive remedy, (i) payment of any earned but unpaid Annual Salary through the date of termination, as well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled and entitled, (ii) a lump sum payment equal to the sum of (x) if such termination occurs on or prior to the first anniversary of the Effective Date, the greater of (A) Executive’s Annual Salary as in effect immediately prior to the date of termination, or twelve (B12) $365,000, or (y) if such termination occurs following the first anniversary of the Effective Date, the greater of (A) fifty percent (50%) months of Executive’s Annual Salary as in effect immediately prior to the date of termination, or (B) $182,500300,000, plus (y) an amount equal to the bonus earned by Executive pursuant to Section 4(b) for the calendar quarter in which the date of termination occurs to be determined based on actual performance for such quarter, which amount shall be paid in exchange for a standard release of claims, (iii) if the Executive elects COBRA continuation coverage of medical and/or dental benefits and payments for the twelve (12) months following the date of termination, Company will pay such COBRA employee premiums only after the Executive has signed and returned all required COBRA Election forms within the time frame outlined in the applicable COBRA packet (subject to the terms noted below); and (iv) full acceleration of all outstanding equity awards held by Executive in the event such termination occurs within 12 months following a Change in Control (as defined in the 2017 Plan) (the “Equity Acceleration”). The Executive’s COBRA packet will be mailed to her home address upon termination. For continuation coverage of benefits other than medical or dental (e.g. vision or EAP) or for continuation of medical or dental coverage beyond such twelve (12) month period, the Executive must submit premium payments, at her own expense, per the COBRA provisions outlined in the applicable COBRA packet. Notwithstanding the foregoing, Executive will not receive the severance in this Section 9(b) Severance Payment or the Equity Acceleration if he she does not sign the a release of claims against the Company in a form reasonably acceptable to the Company within fifty (50) days following his her date of termination, or he she revokes the release. The severance Severance Payment will be paid made on the eighth (8th) day following the effective date of the release; provided that, subject to Section 8(d), in no event will the Severance Payment be made beyond the date specified in the first section of Section 8(c) below. (c) This Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and, accordingly, the severance payments payable under Section 9(b)(ii8(b)(ii) shall be paid no later than the later of: (i) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth (15th) day of the third month following the first taxable year of the Company in which such severance benefit is no longer subject to a substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Section 409A of the Code. For purposes of this Agreement, all references to Executive’s “termination of employment” shall mean Executive’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)). (d) Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employment with the Company Executive is a “specified employee” as defined in Code Section 409A, as determined by the Company in accordance with Code Section 409A, to the extent that the payments or benefits under this Agreement are subject to Code Section 409A and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i), then such portion shall be paid or distributed to Executive during the thirty (30) day period commencing on the earlier of (i) the date that is six (6) months following Executive’s termination of employment with the Company, (ii) the date of Executive’s death, or (iii) the earliest date as is permitted under Code Section 409A.

Compensation in Event of Termination. The Company and Executive acknowledge that Executive’s employment is and shall continue to be at-will, as defined under applicable law, and that Executive’s employment with the Company may be terminated by either party at any time for any or no reason, with or without notice. If Executive’s employment terminates for any reason, Executive shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided in this Agreement. Executive’s employment under this Agreement shall be terminated immediately on the death of Executive. Upon termination of the Term Executive’s employment for any reason, the Company shall have no further obligation to Executive except to pay the amounts set forth in this Section 98. (a) In the event Executive’s employment is terminated pursuant to Sections 8(a)(i7(a)(i), (ii), (iii) or (vii) during or at the expiration of the Term, or pursuant to Section 8(a)(iv) as a result of expiration or non-renewal of the Term by reason of notice of non-renewal by Executivevi), Executive or his estate, conservator or designated beneficiary, as the case may be, shall be entitled to payment of any earned but unpaid Annual Salary through the date of termination, as well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled. Following any such termination, neither Executive nor his estate, conservator or designated beneficiary shall be entitled to receive any other payment provided for hereunder with respect to any period after such termination, except as Executive may otherwise be entitled pursuant to any employee benefit plan. (b) In the event Executive’s employment is terminated pursuant to Section 8(a)(v7(a)(iv) or (vi), or pursuant to Section 8(a)(iv) as a result of expiration or non-renewal of the Term by reason of notice of non-renewal by the Company (provided Executive is willing and able, at the time of such expiration or non-renewal, to continue performing services on the terms and conditions set forth herein during any renewal Termv), Executive shall be entitled to receive, as his sole and exclusive remedy, (i) payment of any earned but unpaid Annual Salary through the date of termination, as well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled and entitled; (ii) a lump sum payment equal to (x) if such termination occurs on or prior to the first anniversary of the Effective Date, the greater of (A) Executive’s Annual Salary as in effect immediately prior to the date of termination, or termination (Bthe “Severance Payment”); and (iii) $365,000, or the sum of (x) full acceleration of all outstanding equity awards held by Executive and (y) if an amount equal to the bonus earned by Executive pursuant to Section 3(b) for the calendar quarter in which the date of such termination occurs to be determined based on actual performance for such quarter, and (iv) if the Executive elects COBRA continuation coverage of medical and/or dental benefits and payments for the twelve (12) months following the first anniversary of the Effective Date, the greater of (A) fifty percent (50%) of Executive’s Annual Salary as in effect immediately prior to the date of termination, or the Company will pay such COBRA premiums (B) $182,500the “COBRA Benefits”). Notwithstanding the foregoing, which amount shall be paid in exchange for a standard release of claims. Executive will not receive the severance in this Section 9(b) Severance Payment, the Equity Acceleration, or the COBRA Benefits if he does not sign the a release of claims against the Company in a form reasonably acceptable to the Company within fifty (50) days following his date of termination, or he revokes the release. The severance Severance Payment will be paid made on the eighth (8th) day following the effective date of the release; provided that, subject to Section 8(d), in no event will the Severance Payment be made beyond the date specified in the first section of Section 8(c) below. (c) This Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and, accordingly, the severance payments payable under Section 9(b)(ii8(b)(ii) shall be paid no later than the later of: (i) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth (15th) day of the third month following the first taxable year of the Company in which such severance benefit is no longer subject to a substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Section 409A of the Code. For purposes of this Agreement, all references to Executive’s “termination of employment” shall mean Executive’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)) (“Separation from Service”). (d) Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employment Separation from Service with the Company Executive is a “specified employee” as defined in Code Section 409A, as determined by the Company in accordance with Code Section 409A, to the extent that the payments or benefits under this Agreement are subject to Code Section 409A and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i), then such portion shall be paid or distributed to Executive during the thirty (30) day period commencing on the earlier of (i) the date that is six (6) months following Executive’s termination of employment with the CompanySeparation from Service, (ii) the date of Executive’s death, or (iii) the earliest date as is permitted under Code Section 409A.

Compensation in Event of Termination. The Company and Executive acknowledge that Executive’s employment is and shall continue to be at-will, as defined under applicable law, and that Executive’s employment with the Company may be terminated by either party at any time for any or no reason, with or without notice. If Executive’s employment terminates for any reason, Executive shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided in this Agreement. Executive’s employment under this Agreement shall be terminated immediately on the death of Executive. Upon termination of the Term for any reasonTerm, this Agreement will terminate and the Company shall will have no further obligation to Executive except to pay the amounts set forth in this Section 9. (a) In the event Executive’s employment is terminated pursuant to Sections 8(a)(i8 (a)(i), (ii), (iii), (iv) or (vii) during on or at before the expiration of the Term, or pursuant to Section 8(a)(iv) as a result of expiration or non-renewal of the Term by reason of notice of non-renewal by Executive, Executive or his estate, conservator or designated beneficiary, as the case may be, shall will be entitled to payment of any earned but unpaid Annual Salary for the year in which the Executive’s employment is terminated through the date of termination, as well as any accrued but unused vacation, reimbursement of expenses and vested benefits and unreimbursed business expenses to which Executive is entitled. Following any such terminationentitled in accordance with the terms of each applicable Employee Benefits plan. b) In the event Executive’s employment is terminated pursuant to Section 8(a)(i), neither Executive nor his Executive’s estate, conservator or designated beneficiary shall beneficiary, as the case may be, will be entitled to receive any other receive, in addition to Executive’s accrued salary and benefits through the date of death, a lump sum payment provided for hereunder with respect equivalent to any period after such termination, except as Executive may otherwise be entitled pursuant to any employee benefit plan.three months’ of Executive’s Annual Salary in effect at the time of death; (bc) In the event Executive’s employment is terminated pursuant to Section 8(a)(v) or (vi), ) on or pursuant to Section 8(a)(iv) as a result of before the expiration or non-renewal of the Term by reason Term, and provided that Executive executes a valid release of notice of non-renewal any and all claims that Executive may have relating to his employment against the Company and its agents, including, but not limited to, its officers, directors and employees, in a form provide by the Company (provided Executive is willing and able, at the time of such expiration or non-renewal, to continue performing services on the terms and conditions set forth herein during any renewal Term)Company, Executive shall will be entitled to receivereceive on the date of termination, as his sole and exclusive remedy, (i) payment of any earned but unpaid Annual Salary through the date of terminationamounts set forth above in Section 9(a), as well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled and (ii) plus a lump sum payment amount equal to (x) if such termination occurs on or prior to the first anniversary three months of the Effective Date, the greater of (A) Executive’s Annual Salary as in effect immediately prior to that Executive would receive under the date of termination, or (B) $365,000, or (y) Agreement if such termination occurs following the first anniversary of the Effective Date, the greater of (A) fifty percent (50%) of Executive’s Annual Salary as in effect immediately prior to the date of termination, or (B) $182,500, which amount shall be paid in exchange for a standard release of claims. Executive will not receive the severance in this Section 9(b) if he does not sign the release of claims within fifty (50) days following his date of termination, or he revokes the release. The severance will be paid on the eighth (8th) day following the effective date of the release. (c) This Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and, accordingly, the severance payments payable under Section 9(b)(ii) shall be paid no later than the later of: (i) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth (15th) day of the third month following the first taxable year of the Company in which such severance benefit is no longer subject to a substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Section 409A of the Code. For purposes of this Agreement, all references to Executive’s “termination of employment” shall mean Executive’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)). (d) Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employment with the Company had not been terminated. Executive is a “specified employee” as defined in Code Section 409A, as determined by the Company in accordance with Code Section 409A, shall have no duty to the extent that the payments or benefits under this Agreement are subject to Code Section 409A and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required mitigate in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i)receive the benefits set forth herein and the benefits shall not be reduced or offset by other income payment or profits received by Executive from any source. If Executive Dies before he receives the above payment, then such portion shall be paid or distributed the Company will distribute the benefits to Executive during the thirty (30) day period commencing on the earlier of (i) the date that is six (6) months following Executive’s termination of employment with the Company, (ii) beneficiary as soon as administratively feasible following the date of Executive’s death, or (iii) the earliest date as is permitted under Code Section 409A..

Compensation in Event of Termination. The Company and Executive acknowledge that Executive’s employment is and shall continue to be at-will, as defined under applicable law, and that Executive’s employment with the Company may be terminated by either party at any time for any or no reason, with or without notice. If Executive’s employment terminates for any reason, Executive shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided in this Agreement. Executive’s employment under this Agreement shall be terminated immediately on the death of Executive. Upon termination of the Term for any reason, this Agreement shall terminate and the Company shall have no further obligation to Executive except to pay the amounts set forth in this Section 9. (a) In the event Executive’s 's employment is terminated pursuant to Sections 8(a)(i), (ii), (iii) or (viiiv) during or at the expiration of the Term, or pursuant to Section 8(a)(iv) as a result of expiration or non-renewal of the Term by reason of notice of non-renewal by Executive, Executive or his [his/her] estate, conservator or designated beneficiary, as the case may be, shall be entitled to payment of any earned but unpaid Annual Salary through the date of termination, as well as any accrued but unused vacation and vested benefits and unreimbursed business expenses to which Executive is entitledentitled in accordance with the terms of each applicable Employee Benefit plan. Following any such termination, neither Executive nor his [his/her] estate, conservator or designated beneficiary shall be entitled to receive any other payment provided for hereunder with respect to any period after such termination, except as Executive may otherwise be entitled pursuant to any employee benefit applicable Employee Benefit plan. (b) In the event Executive’s 's employment is terminated pursuant to Section 8(a)(v) or (vi), or pursuant to Section 8(a)(iv) as a result of expiration or non-renewal of during the Term by reason of notice of non-renewal by the Company (provided Executive is willing and able, at the time of such expiration or non-renewal, to continue performing services on the terms and conditions set forth herein during any renewal Employment Term), Executive shall be entitled to receive, as his [his/her] sole and exclusive remedy, (ix) payment of any earned but unpaid Annual Salary through the date of termination, as well as any accrued but unused vacation and vested benefits and unreimbursed business expenses to which Executive is entitled in accordance with the terms of each applicable Employee Benefit plan, and (iiy) a lump sum payment equal to (x) if such termination occurs on or prior to the first anniversary months of the Effective Date, the greater of (A) Executive’s Annual Salary as in effect immediately prior to the date of termination, or (B) $365,000, or (y) if such termination occurs following the first anniversary of the Effective Date, the greater of (A) fifty percent (50%) of Executive’s Annual Salary as in effect immediately prior to the date of termination, or (B) $182,500, which amount shall be paid in exchange for provided that Executive executes a standard valid release of claims. any and all claims that Executive will may have relating to [his/her] employment against the Company and its agents, including but not receive the severance in this Section 9(b) if he does not sign the release of claims within fifty (50) days following his date of terminationlimited to its officers, or he revokes the release. The severance will be paid on the eighth (8th) day following the effective date of the release. (c) This Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and, accordingly, the severance payments payable under Section 9(b)(ii) shall be paid no later than the later of: (i) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeituredirectors, and (ii) the fifteenth (15th) day of the third month following the first taxable year of the Company employees, in which such severance benefit is no longer subject to a substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Section 409A of the Code. For purposes of this Agreement, all references to Executive’s “termination of employment” shall mean Executive’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)). (d) Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employment with the Company Executive is a “specified employee” as defined in Code Section 409A, as determined form provided by the Company in accordance with Code Section 409A, to the extent that the payments or benefits under this Agreement are subject to Code Section 409A and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i), then such portion shall be paid or distributed to Executive during the thirty (30) day period commencing on the earlier of (i) the date that is six (6) months following Executive’s termination of employment with the Company, (ii) the date of Executive’s death, or (iii) the earliest date as is permitted under Code Section 409A..

Compensation in Event of Termination. The Company and Executive acknowledge that Executive’s employment is and shall continue to be at-will, as defined under applicable law, and that Executive’s employment with the Company may be terminated by either party at any time for any or no reason, with or without notice. If Executive’s employment terminates for any reason, Executive shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided in this Agreement. Executive’s employment under this Agreement shall be terminated immediately on the death of Executive. Upon termination of the Term for any reason, the Company shall have no further obligation to Executive except to pay the amounts set forth in this Section 9. (a) In the event Executive’s employment is terminated pursuant to Sections 8(a)(i), (ii), (iii) or (vii) during or at the expiration of the Term, or pursuant to Section 8(a)(iv) as a result of expiration or non-renewal of the Term by reason of notice of non-renewal by Executive, Executive or his estate, conservator or designated beneficiary, as the case may be, shall be entitled to payment of any earned but unpaid Annual Salary through the date of termination, as well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled. Following any such termination, neither Executive nor his estate, conservator or designated beneficiary shall be entitled to receive any other payment provided for hereunder with respect to any period after such termination, except as Executive may otherwise be entitled pursuant to any employee benefit plan. (b) In the event Executive’s employment is terminated pursuant to Section 8(a)(v) or (vi), or pursuant to Section 8(a)(iv) as a result of expiration or non-renewal of the Term by reason of notice of non-renewal by the Company (provided Executive is willing and able, at the time of such expiration or non-renewal, to continue performing services on the terms and conditions set forth herein during any renewal Term), Executive shall be entitled to receive, as his sole and exclusive remedy, (i) payment of any earned but unpaid Annual Salary through the date of termination, as well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled and (ii) a lump sum payment equal to (x) if such termination occurs on or prior to the first anniversary of the Effective Date, the greater of (A) Executive’s Annual Salary as in effect immediately prior to the date of termination, or (B) $365,000400,000, or (y) if such termination occurs following the first anniversary of the Effective Date, the greater of (A) fifty percent (50%) of Executive’s Annual Salary as in effect immediately prior to the date of termination, or (B) $182,500, which amount shall be paid in exchange for a standard release of claims. Executive will not receive the severance in this Section 9(b) if he does not sign the release of claims within fifty (50) days following his date of termination, or he revokes the release. The severance will be paid on the eighth (8th) day following the effective date of the release. (c) This Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and, accordingly, the severance payments payable under Section 9(b)(ii) shall be paid no later than the later of: (i) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth (15th) day of the third month following the first taxable year of the Company in which such severance benefit is no longer subject to a substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Section 409A of the Code. For purposes of this Agreement, all references to Executive’s “termination of employment” shall mean Executive’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)). (d) Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employment with the Company Executive is a “specified employee” as defined in Code Section 409A, as determined by the Company in accordance with Code Section 409A, to the extent that the payments or benefits under this Agreement are subject to Code Section 409A and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i), then such portion shall be paid or distributed to Executive during the thirty (30) day period commencing on the earlier of (i) the date that is six (6) months following Executive’s termination of employment with the Company, (ii) the date of Executive’s death, or (iii) the earliest date as is permitted under Code Section 409A.

Compensation in Event of Termination. The Company and Executive acknowledge that Executive’s employment is and shall continue to be at-will, as defined under applicable law, and that Executive’s employment with the Company may be terminated by either party at any time for any or no reason, with or without notice. If Executive’s employment terminates for any reason, Executive shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided in this Agreement. Executive’s employment under this Agreement shall be terminated immediately on the death of Executive. Upon termination of the Term Executive's employment for any reason, the Company shall have no further obligation to Executive except to pay the amounts set forth in this Section 98. (a) In the event Executive’s employment is terminated pursuant to Sections 8(a)(i7(a)(i), (ii), (iii) or (vii) during or at the expiration of the Term, or pursuant to Section 8(a)(iv) as a result of expiration or non-renewal of the Term by reason of notice of non-renewal by Executivevi), Executive or his estate, conservator or designated beneficiary, as the case may be, shall be entitled to payment of any earned but unpaid Annual Salary through the date of termination, as well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled. Following any such termination, neither Executive nor his estate, conservator or designated beneficiary shall be entitled to receive any other payment provided for hereunder with respect to any period after such termination, except as Executive may otherwise be entitled pursuant to any employee benefit plan. (b) In the event Executive’s employment is terminated pursuant to Section 8(a)(v7(a)(iv) or (vi), or pursuant to Section 8(a)(iv) as a result of expiration or non-renewal of the Term by reason of notice of non-renewal by the Company (provided Executive is willing and able, at the time of such expiration or non-renewal, to continue performing services on the terms and conditions set forth herein during any renewal Termv), Executive shall be entitled to receive, as his sole and exclusive remedy, (i) payment of any earned but unpaid Annual Salary through the date of termination, as well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled and (ii) a lump sum payment equal to the sum of (x) if such termination occurs on or prior to the first anniversary of the Effective Date, the greater of (A) Executive’s Annual Salary as in effect immediately prior to the date of termination, or six (B6) $365,000, or (y) if such termination occurs following the first anniversary of the Effective Date, the greater of (A) fifty percent (50%) months of Executive’s Annual Salary as in effect immediately prior to the date of termination, or (B) $182,500150,000, plus (y) an amount equal to the bonus earned by Executive pursuant to Section 4(b) for the calendar quarter in which the date of termination occurs to be determined based on actual performance for such quarter, which amount shall be paid in exchange for a standard release of claims. Executive will not receive the severance in this Section 9(b8(b) if he does not sign the release of claims within fifty (50) days following his date of termination, or he revokes the release. The severance will be paid on the eighth (8th) day following the effective date of the release; provided that, subject to Section 8(d), in no event will the severance be paid beyond the date specified in the first section of Section 8(c) below. (c) This Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and, accordingly, the severance payments payable under Section 9(b)(ii8(b)(ii) shall be paid no later than the later of: (i) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth (15th) day of the third month following the first taxable year of the Company in which such severance benefit is no longer subject to a substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Section 409A of the Code. For purposes of this Agreement, all references to Executive’s “termination of employment” shall mean Executive’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)). (d) Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employment with the Company Executive is a “specified employee” as defined in Code Section 409A, as determined by the Company in accordance with Code Section 409A, to the extent that the payments or benefits under this Agreement are subject to Code Section 409A and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i), then such portion shall be paid or distributed to Executive during the thirty (30) day period commencing on the earlier of (i) the date that is six (6) months following Executive’s termination of employment with the Company, (ii) the date of Executive’s death, or (iii) the earliest date as is permitted under Code Section 409A.

Compensation in Event of Termination. The Company and Executive acknowledge that Executive’s employment is and shall continue to be at-will, as defined under applicable law, and that Executive’s employment with the Company may be terminated by either party at any time for any or no reason, with or without notice. If Executive’s employment terminates for any reason, Executive shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided in this Agreement. Executive’s employment under this Agreement shall be terminated immediately on the death of Executive. Upon termination of the Term for any reasonreason as described in Section 8 following a CIC (defined below), Executive shall be entitled to the following payments and arrangements, payable by the Company shall have no further obligation to Executive except to pay or the amounts set forth acquiring Person (as defined below) in this Section 9the CIC. (a) In the event Executive’s employment is terminated pursuant to Sections 8(a)(i), (ii), (iii8(a)(iii) or (viiiv) during or at the expiration of the Term, or pursuant to Section 8(a)(iv) as a result of expiration or non-renewal of the Term by reason of notice of non-renewal by Executive, Executive or his estate, conservator or designated beneficiary, as the case may be, shall be entitled to payment of any earned but unpaid Annual Base Salary through the date of termination, as well as any accrued but unused vacation and vested benefits and unreimbursed business expenses to which Executive is entitledentitled in accordance with the terms of each applicable Employee Benefit plan and pursuant to Executive’s stock options. Following any such termination, neither Executive nor his estate, conservator or designated beneficiary shall not be entitled to receive any other payment provided for hereunder with respect to any period after such termination, except as Executive may otherwise be entitled pursuant to any employee benefit planapplicable Employee Benefit plan or pursuant to Executive’s stock options. (b) In the event Executive’s employment is terminated pursuant to Section 8(a)(v8(a)(i), (ii), (v) or (vi)) during the Term, Executive, or pursuant to Section 8(a)(iv) his estate, conservator or designated beneficiary, as a result of expiration or non-renewal of the Term by reason of notice of non-renewal by the Company (provided Executive is willing and ablecase may be, at the time of such expiration or non-renewal, to continue performing services on the terms and conditions set forth herein during any renewal Term), Executive shall be entitled to receive, as his or its sole and exclusive remedy, (ix) payment of any earned but unpaid Annual Base Salary through the date of termination, as well as any accrued but unused vacation and vested benefits and unreimbursed business expenses to which Executive is entitled in accordance with the terms of each applicable Employee Benefit plan and pursuant to Executive’s stock options, (y) any bonus Executive could have realized had Executive’s employment not terminated, pro rated through the date of termination, and (iiz) a lump sum payment equal to twelve (x12) months of Base Salary (the “Severance Payment”), provided that Executive, or his estate, conservator or designated beneficiary, executes a valid release of any and all claims that Executive may have, or have had, against the Company and its agents, including but not limited to its officers, directors and employees, in a form provided by the Company. In addition, if such termination occurs on or prior Executive timely elects to continue his group health insurance coverage pursuant to the first anniversary of the Effective DateComprehensive Omnibus Budget Reconciliation Act (“COBRA”), the greater Company shall reimburse Executive for his COBRA premiums for the period of one (A1) Executive’s Annual Salary as in effect immediately prior to year from the date of termination, or (B) $365,000, or (y) if such termination occurs following the first anniversary of the Effective Date, the greater of (A) fifty percent (50%) of Executive’s Annual Salary as in effect immediately prior to the date of termination, or (B) $182,500, which amount shall be paid in exchange for a standard release of claims. Executive will not receive the severance in this Section 9(b) if he does not sign the release of claims within fifty (50) days following his date of termination, or he revokes the release. The severance will be paid on the eighth (8th) day following the effective date of the release. (c) This Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and, accordingly, the severance payments payable under Section 9(b)(ii) shall be paid no later than the later of: (i) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth (15th) day of the third month following the first taxable year of the Company in which such severance benefit is no longer subject to a substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Section 409A of the Code. For purposes of this Agreement, all references to Executive’s “termination of employment” shall mean Executive’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)). (d) Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employment with the Company Executive is a “specified employee” as defined in Code Section 409A, as determined by the Company in accordance with Code Section 409A, to the extent that the payments or benefits under this Agreement are subject to Code Section 409A and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i), then such portion shall be paid or distributed to Executive during the thirty (30) day period commencing on the earlier of (i) the date that is six (6) months following Executive’s termination of employment with the Company, (ii) the date of Executive’s death, or (iii) the earliest date as is permitted under Code Section 409A.normal reimbursement procedures and policies.

Compensation in Event of Termination. The Company and Executive acknowledge that Executive’s employment is and shall continue to be at-will, as defined under applicable law, and that Executive’s employment with the Company may be terminated by either party at any time for any or no reason, with or without notice. If Executive’s employment terminates for any reason, Executive shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided in this Agreement. Executive’s employment under this Agreement shall be terminated immediately on the death of Executive. Upon termination of the Term for any reason, the Company shall have no further obligation to Executive except to pay the amounts set forth in this Section 9. (a) In the event Executive’s employment is terminated pursuant to Sections 8(a)(i), (ii), (iii) or (vii) during or at the expiration of the Term, or pursuant to Section 8(a)(iv) as a result of expiration or non-renewal of the Term by reason of notice of non-renewal by Executive, Executive or his estate, conservator or designated beneficiary, as the case may be, shall be entitled to payment of any earned but unpaid Annual Salary through the date of termination, as well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled. Following any such termination, neither Executive nor his estate, conservator or designated beneficiary shall be entitled to receive any other payment provided for hereunder with respect to any period after such termination, except as Executive may otherwise be entitled pursuant to any employee benefit plan. (b) In the event Executive’s employment is terminated pursuant to Section 8(a)(v) or (vi), or pursuant to Section 8(a)(iv) as a result of expiration or non-renewal of the Term by reason of notice of non-renewal by the Company (provided Executive is willing and able, at the time of such expiration or non-renewal, to continue performing services on the terms and conditions set forth herein during any renewal Term), Executive shall be entitled to receive, as his sole and exclusive remedy, (i) payment of any earned but unpaid Annual Salary through the date of termination, as well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled and (ii) a lump sum payment equal to (x) if such termination occurs on or prior to the first anniversary of the Effective Date, the greater of (A) Executive’s Annual Salary as in effect immediately prior to the date of termination, or (B) $365,000400,000, or (y) if such termination occurs following the first anniversary of the Effective Date, the greater of (A) fifty percent (50%) of Executive’s Annual Salary as in effect immediately prior to the date of termination, or (B) $182,500200,000, which amount shall be paid in exchange for a standard release of claims. Executive will not receive the severance in this Section 9(b) if he does not sign the release of claims within fifty (50) days following his date of termination, or he revokes the release. The severance will be paid on the eighth (8th) day following the effective date of the release. (c) This Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and, accordingly, the severance payments payable under Section 9(b)(ii) shall be paid no later than the later of: (i) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth (15th) day of the third month following the first taxable year of the Company in which such severance benefit is no longer subject to a substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Section 409A of the Code. For purposes of this Agreement, all references to Executive’s “termination of employment” shall mean Executive’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)). (d) Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employment with the Company Executive is a “specified employee” as defined in Code Section 409A, as determined by the Company in accordance with Code Section 409A, to the extent that the payments or benefits under this Agreement are subject to Code Section 409A and the delayed payment or distribution of all or any portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i), then such portion shall be paid or distributed to Executive during the thirty (30) day period commencing on the earlier of (i) the date that is six (6) months following Executive’s termination of employment with the Company, (ii) the date of Executive’s death, or (iii) the earliest date as is permitted under Code Section 409A.