Common use of Employment Period Termination Clause in Contracts

Employment Period Termination. (a) The Executive’s employment under this Agreement shall continue unabated until terminated by either party pursuant to the terms of this Agreement. (b) The Employment Period shall continue until terminated upon the earlier to occur of the following events: (i) the close of business on the first anniversary of the Effective Date (the initial one (1) year term of this Agreement shall be referred to herein as the “Initial Term”) or (ii) the death or Permanent Disability (as defined in Section 5(f)) of the Executive or other termination event described in this Section 5, provided, however, that, on the first anniversary of the Effective Date, and on every subsequent annual anniversary, and unless either party has given the other party written notice at least ninety (90) days prior to the such anniversary date, the term of this Agreement and the Employment Period shall be renewed for a term ending one (1) year subsequent to such date (each such one-year term shall be referred to herein as a “Renewal Term”), unless sooner terminated as provided herein. For the purposes of this Agreement, the Initial Term and each Renewal Term shall collectively be referred to as the “Employment Period.” (c) Notwithstanding the provisions of Sections 5(a) and (b) above, the Executive may terminate the employment relationship at any time for any reason by giving the Company written notice at least thirty (30) days prior to the effective date of termination. Unless otherwise provided by this Section, all compensation and benefits paid by the Company to the Executive shall cease upon the Executive’s last day of employment; provided, however, that if the Executive terminates the Executive’s employment for “Good Reason” pursuant to the terms and conditions set forth below, (i) the Company will continue to pay the Executive’s base salary pursuant to the Normal Payment Schedule for a period of twelve (12) months from the effective date of termination (the “Severance Period”), (ii) in the event that the Executive’s employment is terminated after June 30th, the Company shall pay the Executive the bonus described in Section 4(c), notwithstanding that the Executive will not be employed with the Company through the date of payment, in the amount determined based on the actual level of achievement of the applicable performance goals pursuant to Section 4(f) multiplied by a fraction, the numerator is the number of days through the effective date of termination of the Executive’s employment in the year of such termination, and the denominator of which is 365, and (iii) and the Company will pay the premiums for the Executive’s continuation of group health coverage under the Company’s plans under COBRA at the active employee rates and subject to the Executive’s timely election of COBRA beginning on the date of the Executive’s Separation from Service (as defined in Internal Revenue Code Section 409A) for the Severance Period. The Company may include the premiums for continued health insurance coverage during the Severance Period in the Executive’s taxable income. Notwithstanding the foregoing, in the event that providing the foregoing coverage would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable), the parties hereby agree to negotiate in good faith to modify the foregoing provision in such manner as to avoid the imposition of such excise taxes while also maintaining, to the maximum extent reasonably possible, the original intent and economic benefits to the Executive and the Company under this Section 5(c). The Executive shall also be entitled to receive any accrued but unpaid salary and bonuses, and to be reimbursed for any reimbursable expenses that have not been reimbursed prior to such termination. The Executive acknowledges and agrees that the non-competition and non-solicitation restrictions set forth in Section 7 of this Employment Agreement will remain in full force and effect for the twelve (12) month period after the termination of the Executive’s employment under this section, and the confidentiality and rights to inventions obligations established in Sections 8 and 9 of this Agreement will survive the termination of this Agreement pursuant to this section.

Employment Period Termination. (a) The Executive’s 's employment under this Agreement shall continue unabated until terminated by either party pursuant to the terms of this Agreement. (b) The Employment Period Executive's employment with the Company under this Agreement shall be effective as of the date of this Agreement and shall continue until terminated upon the earlier to occur of the following events: (i) the close of business on the first fourth anniversary of the Effective Date (the initial one (1) year term of this Agreement shall be referred to herein as the “Initial Term”) or (ii) the death or Permanent Disability permanent disability (as defined in Section 5(fParagraph 5 (f)) of the Executive or other termination event described in this Section 5Executive, provided, however, that, on the first fourth anniversary of the Effective Datedate of this Agreement, and on every subsequent annual anniversary, and unless either party has given the other party written notice at least ninety thirty (9030) days prior to the such anniversary date, the term of this Agreement and the Employment Period shall be renewed for a term ending one (1) year subsequent to such date (each such one-year term shall be referred to herein as a “Renewal Term”)date, unless sooner terminated as provided herein. For the purposes of this Agreement, the Initial Term and each Renewal Term shall collectively be referred to as the “Employment Period.” (c) Notwithstanding the provisions of Sections 5(aparagraphs 5 (a) and (b) above, the Executive may terminate the employment relationship at any time for any reason by giving the Company written notice at least thirty (30) days prior to the effective date of termination. Unless otherwise provided by this Section, all compensation and benefits paid by the Company to the Executive shall cease upon the Executive’s his last day of employment; provided. However, however, that if the Executive terminates his employment due to a material breach of this Employment Agreement by the Company or due to a material reduction in the responsibilities or reporting relationship of the Executive’s employment for “Good Reason” pursuant to the terms and conditions set forth below, (i) the Company will continue to pay the Executive’s 's base salary pursuant salary, bonus compensation and medical benefits for up to the Normal Payment Schedule for a period of twelve (12) months from the effective date of termination (the “Severance Period”), (ii) in the event that the Executive’s employment is terminated after June 30th, the Company shall pay the Executive the bonus described in Section 4(c), notwithstanding that the Executive will not be employed with the Company through the date of payment, in the amount determined based on the actual level of achievement of the applicable performance goals pursuant to Section 4(f) multiplied by a fraction, the numerator is the number of days through the effective date of termination of the Executive’s employment in the year of such termination, and the denominator of which is 365, and (iii) and the Company will pay the premiums for the Executive’s continuation of group health coverage under the Company’s plans under COBRA at the active employee rates and subject to the Executive’s timely election of COBRA beginning on the date of the Executive’s Separation from Service (as defined in Internal Revenue Code Section 409A) for the Severance Period. The Company may include the premiums for continued health insurance coverage during the Severance Period in the Executive’s taxable income. Notwithstanding the foregoing, in the event that providing the foregoing coverage would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable), the parties hereby agree to negotiate in good faith to modify the foregoing provision in such manner as to avoid the imposition of such excise taxes while also maintaining, to the maximum extent reasonably possible, the original intent and economic benefits to the Executive and the Company under this Section 5(c). The Executive shall also be entitled to receive any accrued but unpaid salary and bonuses, and to be reimbursed for any reimbursable expenses that have not been reimbursed prior to such terminationmonths. The Executive acknowledges and agrees that the non-competition and non-solicitation compete restrictions set forth in Section 7 of this Employment Agreement will remain in full force and effect for the twelve (12) month period after the termination of his employment. At its sole election and discretion, the Company may release the Executive from the non-compete restrictions of this Agreement. If said election is made, the Company will continue to pay the Executive’s 's base salary, a pro-rated bonus and medical benefits for a six (6) month period. (d) If the Executive's employment is terminated "for cause," the Executive will not be entitled to and shall not receive any compensation or benefits of any type following the effective date of termination. As used in this Agreement, the term "for cause" shall include a termination for conviction of a felony, a willful unauthorized disclosure of material confidential information, a violation of any material Company rule, regulation or policy which has a material adverse impact to the Company, or a breach of any material obligation under this sectionAgreement, including, without limitation, willful refusal to perform the Executive's duties hereunder, except in the event that the Executive becomes permanently disabled as set forth in paragraph 5 (f). Anything herein to the contrary notwithstanding, the Company shall give the Executive written notice prior to terminating this Agreement of the Executive's material breach of this Agreement, setting forth the exact nature of any alleged breach and the conduct required to cure such breach. The Executive shall have thirty (30) days from the giving of such notice within which to cure, and shall be entitled to appear before the confidentiality Board to discuss such written notice of material breach. Notwithstanding the forgoing, actions or inactions on the part of the Executive which were taken or not taken in good faith shall not constitute a material breach of this agreement. (e) Upon sixty (60) days written notice, the Company shall retain the right to terminate the Executive without cause. If the Executive's employment is terminated by the Company without cause, the Executive shall continue to receive his base salary, bonus and rights medical benefits for a period of twelve (12) months. The Executive acknowledges and agrees that the non-compete restrictions set forth in Section 7 of this Employment Agreement will remain in full force and effect for the twelve (12) month period subsequent to inventions obligations established his termination. At its sole election and discretion, the Company may release the Executive from the non-compete restrictions of this Agreement. If said election is made, the Company will continue to pay the Executive's base salary, a pro-rated bonus and medical benefits for a six (6) month period. (f) In the event the Executive becomes permanently disabled during employment with the Company, the Company may terminate this Agreement by giving thirty (30) days notice to the Executive of its intent to terminate, and unless the Executive resumes performance of the duties set forth in Sections 8 Paragraph 3 within five (5) days of the date of the notice and 9 continues performance for the remainder of the notice period, this Agreement shall terminate at the end of the thirty (30) day period. The Executive will not be entitled to and shall not receive any compensation or benefits of any type following the effective date of termination. "Permanently disabled" for the purposes of this Agreement means the inability, due to physical or mental ill health, to perform the Executive's duties for one hundred eighty (180) days during any one employment year irrespective of whether such days are consecutive. (g) This Agreement will survive terminate immediately upon the termination Executive's death and no further compensation or benefits of this Agreement pursuant any type will be paid to this sectionthe Executive or his heirs thirty (30) days following the date of the Executive's death, except that bonuses earned but not paid prior to the Executive's death will be paid.

Employment Period Termination. (a) The Executive’s 's employment under this Agreement shall commence on July 7, 1998, and shall continue thereafter unabated until terminated by either party pursuant to the terms of this Agreement. (b) The Employment Period shall commence on the date of this Agreement and shall continue until terminated upon the earlier to occur of the following events: (i) the close of business on the first fourth anniversary of the Effective Date (the initial one (1) year term of this Agreement shall be referred to herein as the “Initial Term”) or (ii) the death or Permanent Disability permanent disability (as defined in Section 5(fParagraph 5 (f)) of the Executive or other termination event described in this Section 5Executive, provided, however, that, on the first fourth anniversary of the Effective Datedate of this Agreement, and on every subsequent annual anniversary, and unless either party has given the other party written notice at least ninety thirty (9030) days prior to the such anniversary date, the term of this Agreement and the Employment Period shall be renewed for a term ending one (1) year subsequent to such date (each such one-year term shall be referred to herein as a “Renewal Term”)date, unless sooner terminated as provided herein. For the purposes of this Agreement, the Initial Term and each Renewal Term shall collectively be referred to as the “Employment Period.” (c) Notwithstanding the provisions of Sections 5(aparagraphs 5 (a) and (b) above, the Executive may terminate the employment relationship at any time for any reason by giving the Company written notice at least thirty (30) days prior to the effective date of termination. Unless otherwise provided by this Section, all compensation and benefits paid by the Company to the Executive shall cease upon the Executive’s his last day of employment; provided. However, however, that if the Executive terminates his employment due to a material breach of this Employment Agreement by the Company or due to a material reduction in the responsibilities or reporting relationship of the Executive’s employment for “Good Reason” pursuant to the terms and conditions set forth below, (i) the Company will continue to pay the Executive’s 's base salary pursuant salary, bonus compensation and medical benefits for up to the Normal Payment Schedule for a period of twelve (12) months from the effective date of termination (the “Severance Period”), (ii) in the event that the Executive’s employment is terminated after June 30th, the Company shall pay the Executive the bonus described in Section 4(c), notwithstanding that the Executive will not be employed with the Company through the date of payment, in the amount determined based on the actual level of achievement of the applicable performance goals pursuant to Section 4(f) multiplied by a fraction, the numerator is the number of days through the effective date of termination of the Executive’s employment in the year of such termination, and the denominator of which is 365, and (iii) and the Company will pay the premiums for the Executive’s continuation of group health coverage under the Company’s plans under COBRA at the active employee rates and subject to the Executive’s timely election of COBRA beginning on the date of the Executive’s Separation from Service (as defined in Internal Revenue Code Section 409A) for the Severance Period. The Company may include the premiums for continued health insurance coverage during the Severance Period in the Executive’s taxable income. Notwithstanding the foregoing, in the event that providing the foregoing coverage would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable), the parties hereby agree to negotiate in good faith to modify the foregoing provision in such manner as to avoid the imposition of such excise taxes while also maintaining, to the maximum extent reasonably possible, the original intent and economic benefits to the Executive and the Company under this Section 5(c). The Executive shall also be entitled to receive any accrued but unpaid salary and bonuses, and to be reimbursed for any reimbursable expenses that have not been reimbursed prior to such terminationmonths. The Executive acknowledges and agrees that the non-competition and non-solicitation compete restrictions set forth in Section 7 of this Employment Agreement will remain in full force and effect for the twelve (12) month period after the termination of his employment. At its sole election and discretion, the Company may release the Executive from the non-compete restrictions of this Agreement. If said election is made, the Company will continue to pay the Executive’s 's base salary, a pro-rated bonus and medical benefits for a six (6) month period. (d) If the Executive's employment is terminated "for cause," the Executive will not be entitled to and shall not receive any compensation or benefits of any type following the effective date of termination. As used in this Agreement, the term "for cause" shall include a termination for conviction of a felony, a willful unauthorized disclosure of material confidential information, a violation of any material Company rule, regulation or policy which has a material adverse impact to the Company, or a breach of any material obligation under this sectionAgreement, including, without limitation, willful refusal to perform the Executive's duties hereunder, except in the event that the Executive becomes permanently disabled as set forth in paragraph 5 (f). Anything herein to the contrary notwithstanding, the Company shall give the Executive written notice prior to terminating this Agreement of the Executive's material breach of this Agreement, setting forth the exact nature of any alleged breach and the conduct required to cure such breach. The Executive shall have thirty (30) days from the giving of such notice within which to cure, and shall be entitled to appear before the confidentiality Board to discuss such written notice of material breach. Notwithstanding the forgoing, actions or inactions on the part of the Executive which were taken or not taken in good faith shall not constitute a material breach of this agreement. (e) Upon sixty (60) days written notice, the Company shall retain the right to terminate the Executive without cause. If the Executive's employment is terminated by the Company without cause, the Executive shall continue to receive his base salary, bonus and rights medical benefits for a period of twelve (12) months. The Executive acknowledges and agrees that the non-compete restrictions set forth in Section 7 of this Employment Agreement will remain in full force and effect for the twelve (12) month period subsequent to inventions obligations established his termination. At its sole election and discretion, the Company may release the Executive from the non-compete restrictions of this Agreement. If said election is made, the Company will continue to pay the Executive's base salary, a pro-rated bonus and medical benefits for a six (6) month period. (f) In the event the Executive becomes permanently disabled during employment with the Company, the Company may terminate this Agreement by giving thirty (30) days notice to the Executive of its intent to terminate, and unless the Executive resumes performance of the duties set forth in Sections 8 Paragraph 3 within five (5) days of the date of the notice and 9 continues performance for the remainder of the notice period, this Agreement shall terminate at the end of the thirty (30) day period. The Executive will not be entitled to and shall not receive any compensation or benefits of any type following the effective date of termination. "Permanently disabled" for the purposes of this Agreement means the inability, due to physical or mental ill health, to perform the Executive's duties for one hundred eighty (180) days during any one employment year irrespective of whether such days are consecutive. (g) This Agreement will survive terminate immediately upon the termination Executive's death and no further compensation or benefits of this Agreement pursuant any type will be paid to this sectionthe Executive or his heirs thirty (30) days following the date of the Executive's death, except that bonuses earned but not paid prior to the Executive's death will be paid.

Employment Period Termination. (a) The Executive’s employment under this Agreement shall continue unabated until terminated Unless renewed by either party pursuant to mutual agreement of the terms of this Agreement. (b) The Parties, the Employment Period shall continue until terminated upon the earlier to occur of the following events: (i) the close of business end on December 31, 2024, but shall automatically renew on the first anniversary of same terms and conditions set forth herein for additional one year terms unless the Effective Date (the initial one (1) year term of this Agreement shall be referred to herein as the “Initial Term”) Company or (ii) the death or Permanent Disability (as defined in Section 5(f)) of the Executive or other termination event described in this Section 5, provided, however, that, on the first anniversary of the Effective Date, and on every subsequent annual anniversary, and unless either party has given gives the other party Party written notice of its election not to renew the Employment Period at least ninety (90) days prior to the such anniversary date, the term of this Agreement and then current expiration date (a “Non-Renewal Notice”); provided that the Employment Period shall be renewed for a term ending one (1) year subsequent terminate prior to such date (i) upon Executive’s resignation or death, (ii) upon the Company’s termination of Executive’s employment hereunder with or without Cause, or (iii) upon termination of Executive’s employment with the Company as a result of his Disability, in each case as further described in this Section 5, as applicable. (b) Termination of the Employment Period may occur as follows: (i) the Employment Period shall terminate immediately upon Executive’s resignation (with or without Good Reason (as defined herein)), death or Disability (as defined herein)); (ii) the Employment Period may be terminated by the Company at any time prior to such one-year term date with or without Cause (as defined herein), subject to the process described in Section 5(d) below, as applicable. Except as otherwise provided herein, including as specified in Section 5(d) below, any termination of the Employment Period by the Company shall be referred effective as specified in a written notice from the Company to herein Executive, but in no event more than thirty (30) calendar days from the date of such notice; or (iii) the ending of the Employment Period in accordance with Section 5(a) as a “result of a delivery of a Non-Renewal Term”), unless sooner terminated as provided herein. Notice by the Company or Executive to the other Party. (c) For the purposes of this Agreement, the Initial Term and each Renewal Term shall collectively be referred to as the “Employment Period.” (c) Notwithstanding the provisions definition of Sections 5(a) and (b) above, the Executive may terminate the employment relationship at any time for any reason by giving the Company written notice at least thirty (30) days prior to the effective date of termination. Unless otherwise provided by this Section, all compensation and benefits paid by the Company to the Executive shall cease upon the Executive’s last day of employment; provided, however, that if the Executive terminates the Executive’s employment for “Good Reason” pursuant to the terms and conditions set forth below, (i) the Company will continue to pay the Executive’s base salary pursuant to the Normal Payment Schedule for a period of twelve (12) months from the effective date of termination (the “Severance Period”), (ii) in the event that the Executive’s employment is terminated after June 30th, the Company shall pay the Executive the bonus described in Section 4(c), notwithstanding that the Executive will not be employed with the Company through the date of payment, in the amount determined based on the actual level of achievement of the applicable performance goals pursuant to Section 4(f) multiplied by a fraction, the numerator is the number of days through the effective date of termination of the Executive’s employment in the year of such termination, and the denominator of which is 365, and (iii) and the Company will pay the premiums for the Executive’s continuation of group health coverage under the Company’s plans under COBRA at the active employee rates and subject to the Executive’s timely election of COBRA beginning on the date of the Executive’s Separation from Service (as defined in Internal Revenue Code Section 409A) for the Severance Period. The Company may include the premiums for continued health insurance coverage during the Severance Period in the Executive’s taxable income. Notwithstanding the foregoing, in the event that providing the foregoing coverage would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable), the parties hereby agree to negotiate in good faith to modify the foregoing provision in such manner as to avoid the imposition of such excise taxes while also maintaining, to the maximum extent reasonably possible, the original intent and economic benefits to the Executive and the Company under this Section 5(c). The Executive shall also be entitled to receive any accrued but unpaid salary and bonuses, and to be reimbursed for any reimbursable expenses that have not been reimbursed prior to such termination. The Executive acknowledges and agrees that the non-competition and non-solicitation restrictions set forth in Section 7 of this Employment Agreement will remain in full force and effect for the twelve (12) month period after the termination of the Executive’s employment under this section, and the confidentiality and rights to inventions obligations established in Sections 8 and 9 of this Agreement will survive the termination of this Agreement pursuant to this section.mean:

Employment Period Termination. (a) The Executive’s employment under this Agreement shall continue thereafter unabated until terminated by either party pursuant to the terms of this Agreement. (b) The Employment Period shall continue until terminated upon the earlier to occur of the following events: (i) the close of business on the first third anniversary of the Effective Date this Agreement (the initial one three (13) year term of this Agreement shall be referred to herein as the “Initial Term”) or (ii) the death or Permanent Disability permanent disability (as defined in Section 5(f5 (f)) of the Executive or other termination event described in this Section 5Executive, provided, however, that, on the first third anniversary of the Effective Datedate of this Agreement, and on every subsequent annual anniversary, and unless either party has given the other party written notice at least ninety (90) days prior to the such anniversary date, the term of this Agreement and the Employment Period shall be renewed for a term ending one (1) year subsequent to such date (each such one-year term shall be referred to herein as a “Renewal Term”), unless sooner terminated as provided herein. For the purposes of this Agreement, the Initial Term and each Renewal Term shall collectively be referred to as the “Employment Period.” (c) Notwithstanding the provisions of Sections 5(a) and (b) above, the Executive may terminate the employment relationship at any time for any reason by giving the Company written notice at least thirty (30) days prior to the effective date of termination. Unless otherwise provided by this Section, all compensation and benefits paid by the Company to the Executive shall cease upon the Executive’s his last day of employment; provided, however, that if the Executive terminates the Executive’s his employment for “Good Reason” pursuant to the terms and conditions set forth below, (i) the Company will continue to pay the Executive’s base salary pursuant to and medical benefits for the Normal Payment Schedule for greater of (i) the remaining term of the Agreement under the then applicable Employment Period, or (ii) a period of twelve (12) months from the effective date of termination termination, provided, however, that there shall be offset against any liability for compensation during any period more than twelve (the “Severance Period”), (ii12) in the event that the Executive’s employment is terminated after June 30th, the Company shall pay the Executive the bonus described in Section 4(c), notwithstanding that the Executive will not be employed with the Company through months from the date of paymentsuch termination any compensation paid to the Executive in his capacity as an employee, consultant or independent contractor, and Executive’s interest in any stock options or restricted stock for which he has become eligible under the amount determined based on the actual level of achievement terms of the applicable performance goals pursuant to Section 4(f) multiplied by a fraction, the numerator is the number of days through stock option plan or agreement shall fully vest on the effective date of termination of the Executive’s employment in the year of such his termination, and the denominator of which is 365, and (iii) and the Company will pay the premiums for the Executive’s continuation of group health coverage under the Company’s plans under COBRA at the active employee rates and subject to the Executive’s timely election of COBRA beginning on the date of the Executive’s Separation from Service (as defined in Internal Revenue Code Section 409A) for the Severance Period. The Company may include the premiums for continued health insurance coverage during the Severance Period in the Executive’s taxable income. Notwithstanding the foregoing, in the event that providing the foregoing coverage would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable), the parties hereby agree to negotiate in good faith to modify the foregoing provision in such manner as to avoid the imposition of such excise taxes while also maintaining, to the maximum extent reasonably possible, the original intent and economic benefits to the Executive and the Company under this Section 5(c). The Executive shall also be entitled to receive any accrued but unpaid salary and bonuses, and to be reimbursed for any reimbursable expenses that have not been reimbursed prior to such termination. The Executive acknowledges and agrees that the non-competition and non-solicitation restrictions set forth in Section 7 of this Employment Agreement will remain in full force and effect for the twelve (12) month period after the termination of the Executive’s his employment under this section, and the confidentiality and rights to inventions obligations established in Sections 8 and 9 of this Agreement will survive the termination of this Agreement pursuant to this section.

Employment Period Termination. (a) The Executive’s employment under this Agreement shall continue unabated until terminated by either party pursuant to the terms of this Agreement. (b) The Employment Period commence on ___, 2005 and shall continue thereafter unabated until terminated upon the earlier to occur of the following events: (i) the close of business on the first fifth (5th) anniversary of the Effective Date this Agreement (with the initial one five (15) year term of this Agreement shall be being referred to herein as the “Initial Term”) or (ii) the death or Permanent Disability (otherwise as defined in Section 5(f)) of the Executive or other termination event described in this Section 5provided below, provided, however, that, on the first fifth anniversary of the Effective Datedate of this Agreement, and on every subsequent annual anniversary, and unless either party has given the other party written notice at least ninety sixty (9060) days prior to the such anniversary date, the term of this Agreement and the Employment Period shall be renewed for a term ending one (1) year subsequent to such date (each such one-year term shall be referred to herein as a “Renewal Term”), unless sooner terminated as provided herein. For the purposes of this Agreement, the Initial Term and each Renewal Term shall collectively be referred to as the “Employment Period”.” (ci) Notwithstanding the provisions of Sections 5(a) and (bSection 4(a) above, the Executive may terminate the employment relationship at any time for any reason by giving the Company written notice at least thirty (30) days prior to the effective date of termination. Unless otherwise provided by this Sectionherein, all compensation and benefits paid by the Company to the Executive shall cease upon the Executive’s his last day of employment; provided, however, that if the Company terminates Executive’s employment for any reason other than for Cause (as defined below) or if the Executive terminates the Executive’s his employment for “Good Reason” pursuant to the terms and conditions set forth below, (i) the Company will continue to pay the Executive’s base salary pursuant to salary, bonus compensation and any and all fringe/medical benefits as provided for in Section 3(f) (collectively, the Normal Payment Schedule “Fringe Benefits”) for a period of twelve (12) months from the effective date of such termination without Cause or for Good Reason, and Executive’s interest in any stock options, restricted stock or other equity interest in the Company for which he is or has become eligible under the terms of any applicable stock option or restricted stock plan or agreement or for which he was scheduled to become eligible at any time during the then applicable Employment Period, including, without limitation, the Merger Options (collectively, the “Severance PeriodOptions”), (ii) in shall fully vest on the event that the effective date of Executive’s employment is terminated after June 30thtermination without Cause or for Good Reason and otherwise shall thereafter be exercisable by Executive subject to the terms and conditions contained therein. In addition, the Company shall pay Executive, within ten (10) calendar days from the Executive the bonus described in Section 4(c), notwithstanding that the Executive will not be employed with the Company through the effective date of paymentsuch termination without Cause or for Good Reason any and all accrued but unpaid salary, bonus and reimbursable expenses and payment for any unused vacation days, in the amount determined based on the actual level of achievement of the applicable performance goals pursuant to Section 4(f) multiplied by a fraction, the numerator is the number of days each case through the effective date of termination without Cause or for Good Reason. Subject to the provisions detailed below, upon thirty (30) days’ written notice to the Company of his intent to terminate the Agreement, Executive shall have the right to terminate his employment under this Agreement for “Good Reason.” For purposes of this Agreement, “Good Reason” is defined as any one of the following: (i) Company’s material breach of any provision of this Agreement; (ii) any material adverse change in Executive’s employment position (including status, offices, titles and reporting requirements), authority, duties or responsibilities, or any other action by the Company made without Executive’s permission (other than a change due to Executive’s Permanent Disability or as an accommodation under the Americans With Disabilities Act) which results in: (A) a diminution in any material respect in Executive’s position, authority, duties, responsibilities or compensation, which diminution continues in time over at least thirty (30) calendar days, such that it constitutes an effective demotion; or (B) a material diversion from Executive’s performance of the year functions of such terminationExecutive’s position (including but not necessarily limited to Executive’s authority to hire, direct, and/or fire employees, Executive’s authority to oversee the general direction and focus of the denominator of which is 365Company), and excluding for this purpose material adverse changes made with Executive’s written consent or due to Executive’s termination For Cause or termination by Executive without Good Reason; (iii) and the Company will pay the premiums for the Executive’s continuation relocation of group health coverage under the Company’s plans under COBRA at the active employee rates and subject to the headquarters and/or Executive’s timely election of COBRA beginning on the date regular work address outside of the Fairfax, Virginia area without Executive’s Separation from Service prior written consent; or (as defined in Internal Revenue Code Section 409Aiv) for the Severance Period. The Company may include the premiums for continued health insurance coverage during the Severance Period in the ExecutiveCompany’s taxable income. Notwithstanding the foregoing, in the event that providing the foregoing coverage would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements covenant contained in Section 7.8 of the Patient Protection Merger Agreement by the Compliance Date (as defined in the Merger Agreement); provided, however, that none of the foregoing shall constitute Good Reason unless Executive shall have provided the Company with written notice of its alleged actions constituting Good Reason (which notice shall specify in reasonable detail the particulars of such Good Reason) and Affordable Care Act Company has not cured any such alleged Good Reason or substantially commenced its effort to cure such breach within fourteen (14) calendar days of 2010Company’s receipt of such written notice; and provided, as amendedfurther, and the Health Care and Education Reconciliation Act of 2010, as amended that Executive may not terminate for Good Reason pursuant to clause (to the extent applicableiv), above, if failure to comply results primarily from factors beyond the parties hereby agree to negotiate in good faith to modify Company’s reasonable control that persist notwithstanding the foregoing provision in such manner as to avoid Company’s compliance with the imposition of such excise taxes while also maintaining, to the maximum extent reasonably possible, the original intent and economic benefits to the Executive and the Company under this Section 5(c). The Executive shall also be entitled to receive any accrued but unpaid salary and bonuses, and to be reimbursed for any reimbursable expenses that have not been reimbursed prior to such termination. The Executive acknowledges and agrees that the non-competition and non-solicitation restrictions set forth reasonable best efforts covenant contained in Section 7 of this Employment Agreement will remain in full force and effect for the twelve (12) month period after the termination 7.8 of the Executive’s employment under this section, and the confidentiality and rights to inventions obligations established in Sections 8 and 9 of this Agreement will survive the termination of this Agreement pursuant to this sectionMerger Agreement.

Employment Period Termination. (a) The Executive’s employment under this Agreement shall continue unabated until terminated by either party pursuant to the terms of this Agreement. (b) The Employment Period shall continue until terminated upon the earlier to occur of the following events: (i) the close of business on the first anniversary of the Effective Date (the initial one (1) year term of this Agreement shall be referred to herein as the “Initial Term”) or ), (ii) the death or Permanent Disability (as defined in Section 5(f)) of the Executive or other (iii) the occurrence of another termination event described in this Section 5, ; provided, however, that, on the first anniversary of the Effective Date, and on every subsequent annual anniversary, and unless either party has given the other party written notice at least ninety (90) days prior to the such anniversary date, the term of this Agreement and the Employment Period shall be renewed for a term ending one (1) year subsequent to such date (each such one-year term shall be referred to herein as a “Renewal Term”), unless sooner terminated as provided herein. For the purposes of this Agreement, the Initial Term and each Renewal Term period that the Executive is employed hereunder shall collectively be referred to as the “Employment Period.”” For the avoidance of doubt, a termination of the Executive’s employment as a result of a non-renewal of this Agreement by the Executive pursuant to Section 5(b) shall be deemed a voluntary resignation without Good Reason as such term is defined herein, for all purposes hereunder. (c) Notwithstanding the provisions of Sections 5(a) and (b) above, the The Executive may terminate the employment relationship at any time for any reason other than Good Reason by giving the Company written notice at least thirty (30) days prior to the effective date of termination; provided that the Company, in its discretion, may waive such advance notice requirement, in whole or part, and pay the Executive any Base Salary that would have been paid had the Executive worked for the full notice period. Unless otherwise provided In the event of such a termination, the Company shall (i) provide to the Executive all Base Salary accrued but unpaid as of the date of termination; (ii) reimburse the Executive for all reimbursable expenses described in Section 4(c) incurred by this Sectionthe Executive prior to termination but not yet paid and (iii) provide to the Executive any accrued and vested benefits under any of the Company’s broad-based employee benefit plans (collectively, the “Accrued Benefits”) and following the date of termination, all compensation and benefits paid by the Company to the Executive shall cease upon the Executive’s last day of employment; provided, however, that if . (c) The Executive may terminate the Executive terminates the Executive’s employment relationship for “Good Reason” Reason pursuant to the terms and conditions set forth below, and in the event of such a termination, provided that the Executive complies with the terms of this Agreement, including, without limitation, Sections 5(h), 7, 8 and 9: (i) the Company will continue to pay the Executive an amount equal to the Executive’s base salary Base Salary as of the date of his termination pursuant to the Normal Payment Schedule for a period of twelve (12) months from the effective date of termination (the “Severance Period”), ; (ii) in the event that the Executive’s employment is terminated after June 30th, the Company shall pay the Executive the any earned but unpaid annual bonus described in Section 4(c), notwithstanding that the Executive will not be employed with the Company through the date of payment, in the amount determined based on the actual level of achievement of the applicable performance goals pursuant to Section 4(f) multiplied by a fraction, relating to the numerator is calendar year prior to the number of days through calendar year in which the effective date of termination of occurs (the Executive“Prior Year’s employment in the year of such termination, and the denominator of which is 365, Bonus”); and (iii) and the Company will pay the premiums for the Executive’s continuation of group health coverage for the Executive (including the Executive’s eligible dependents) under the Company’s plans under COBRA at the active employee rates and subject to the Executive’s timely election of COBRA beginning on the date of the Executive’s Separation from Service (as defined in Internal Revenue Code Section 409A) for the Severance PeriodPeriod (the “Continued Health Insurance”) (collectively, items (i) through (iii) are referred to herein as the “Severance Benefits”). The Company may include the premiums for continued health insurance coverage during the Severance Period Continued Health Insurance in the Executive’s taxable incomeincome to the extent the Company determines is necessary to comply with legal and regulatory requirements or guidance. Notwithstanding the foregoing, in the event that providing the foregoing coverage Continued Health Insurance would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable), the parties hereby agree to negotiate in good faith to modify the foregoing provision Continued Health Insurance in such manner as to avoid the imposition of such excise taxes while also maintaining, to the maximum extent reasonably possible, the original intent and economic benefits to the Executive and the Company under this Section 5(c). The Executive shall also Payment of the Severance Benefits will be entitled to receive any accrued but unpaid salary and bonuses, and to be reimbursed for any reimbursable expenses that have not been reimbursed prior to such termination. The Executive acknowledges and agrees that the non-competition and non-solicitation restrictions set forth in Section 7 of this Employment Agreement made or will remain in full force and effect for the twelve commence within sixty (1260) month period days after the termination of the Executive’s employment under this sectiontermination date, and the confidentiality and rights to inventions obligations established in Sections 8 and 9 of this Agreement will survive any installments not paid between the termination date and the date of this Agreement pursuant to this sectionthe first payment will be paid with the first payment.

Employment Period Termination. (a) The Executive’s employment under this Agreement shall continue unabated until terminated As noted above, the Officer is employed by either party pursuant to the terms Company as of the date of this Agreement. (b) The Employment Period ; the Officer’s employment shall continue until terminated upon the earlier to occur of the following events: (i) the close of business on the first anniversary of the Effective Date November 22, 2005 (the initial one (1) year term of this Agreement shall be referred to herein as the “Initial Term”) or (ii) the death or Permanent Disability permanent disability (as defined in Section 5(f)described below) of the Executive or other termination event described in this Section 5, provided, however, that, on the first anniversary Officer. This Agreement may be renewed by mutual agreement of the Effective Date, and on every subsequent annual anniversary, and unless either party has given the other party written notice at least ninety (90) days prior to the such anniversary date, the term of this Agreement and the Employment Period shall be renewed for a term ending one (1) year subsequent to such date (each such one-year term shall be referred to herein as a “Renewal Term”), unless sooner terminated as provided herein. For the purposes of this Agreement, the Initial Term and each Renewal Term shall collectively be referred to as the “Employment Period.”parties (c) Notwithstanding the provisions of Sections 5(a) and (b) above, the Executive The Officer may terminate the employment relationship at any time for any reason by giving the Company written notice at least thirty (30) days prior to the effective date of termination. The Company, at its election, may (i) require Officer to continue to perform his duties hereunder for the full thirty (30) day notice period, or (ii) terminate Officer’s employment at any time during such thirty (30) day notice period, provided that any such termination shall not be deemed to be a termination of Officer’s employment by the Company without Cause. Unless otherwise provided by this Section, all compensation and benefits paid by the Company to the Executive Officer shall cease upon the Executive’s his last day of employment. The obligations imposed on Officer with respect to confidentiality, non-disclosure and assignment of rights to inventions or developments in any other agreement executed by the parties shall continue, notwithstanding the termination of the employment relationship between the parties. (c) If the Officer’s employment is terminated for “cause,” the Officer will not be entitled to and shall not receive any compensation or benefits of any type following the effective date of termination. As used in this Agreement, the term “cause” shall include a termination for insubordination; provideddishonesty (including but not limited to any acts of embezzlement or misappropriation of funds); fraud; serious dereliction of fiduciary obligation; criminal activity; moral turpitude; conviction of a felony, howeverplea of guilty or nolo contendere to a felony charge or any criminal act involving moral turpitude; a willful unauthorized disclosure of confidential information belonging to the Company, or entrusted to the Company by a client, customer, or other third party; a violation of any material Company rule, regulation or policy; any act materially adverse to the interests of the Company; material neglect of the Company’s business; repeatedly being under the influence of drugs or alcohol (other than prescription medicine or other medically-related drugs to the extent that if they are taken in accordance with their directions) during the Executive terminates performance of his duties under this Agreement, or, while under the Executiveinfluence of such drugs or alcohol, engaging in grossly inappropriate conduct during the performance of his duties under this Agreement; engaging in behavior that would constitute grounds for liability for harassment (as proscribed by the U.S. Equal Employment Opportunity Commission Guidelines or any other applicable state or local regulatory body) or other egregious conduct that violates laws governing the workplace; or a material breach of any promise or obligation under this Agreement, including, without limitation, a refusal to substantially perform the Officer’s duties hereunder, except in the event that the Officer becomes permanently disabled as set forth in paragraph 2(e), below Anything herein to the contrary notwithstanding, the Company shall provide Officer with written notice prior to terminating Officer’s employment for “Good Reasoncause” pursuant under any other circumstance where the conduct constituting “cause” is reasonably open to a cure (for instance, where the terms “cause” does not involve a violation of trust or otherwise adversely affect the relationship between you and conditions set forth below, (i) the Company will on a going-forward basis), setting forth the exact nature of any alleged breach and the conduct required to cure such breach. Officer shall have fifteen (15) days from the giving of such notice within which to cure. (d) Upon fifteen (15) days written notice, the Company shall retain the right to terminate the Officer without cause. If the Officer’s employment is terminated by the Company without cause, the Officer shall continue to pay the Executive’s receive his base salary pursuant to the Normal Payment Schedule for a period of twelve fifteen (1215) months from the effective date of termination (the “Severance Period”), (ii) in . During the event that the Executive’s employment is terminated after June 30thSeverance Period, the Company shall pay continue medical benefits for the Executive Officer by paying the bonus described premium for Officer’s health insurance continuation coverage under COBRA to the extent the Officer elects COBRA coverage (or continue to contribute the employer portion of the premium normally paid by the Company for its current employees). Furthermore, the obligations imposed on Officer with respect to confidentiality, non-disclosure and assignment of rights to inventions or developments in Section 4(c)this Agreement or any other agreement executed by the parties shall continue, notwithstanding that the Executive termination of the employment relationship between the parties. (e) In the event the Officer becomes permanently disabled during employment with the Company, the Company may terminate this Agreement by giving thirty (30) days notice to the Officer of its intent to terminate, and unless the Officer resumes performance of his duties within fifteen (15) days of the date of the notice and continues performance for the remainder of the notice period, this Agreement shall terminate at the end of the thirty (30) day period. The Officer will not be employed with the Company through the date entitled to and shall not receive any compensation or benefits of payment, in the amount determined based on the actual level of achievement of the applicable performance goals pursuant to Section 4(f) multiplied by a fraction, the numerator is the number of days through any type following the effective date of termination termination. “Permanently disabled” for the purposes of this Agreement means the Executiveinability, due to physical or mental ill health, to perform the essential functions of Officer’s job, with or without a reasonable accommodation, for ninety (90) days during any one employment in year irrespective of whether such days are consecutive. (f) This Agreement will terminate immediately upon the year of such termination, and the denominator of which is 365, and (iii) Officer’s death and the Company will pay the premiums for the Executive’s continuation of group health coverage under the Company’s plans under COBRA at the active employee rates and subject shall not have any further liability or obligation to the Executive’s timely election of COBRA beginning on the date of the Executive’s Separation from Service (as defined in Internal Revenue Code Section 409A) for the Severance Period. The Company may include the premiums for continued health insurance coverage during the Severance Period in the Executive’s taxable income. Notwithstanding the foregoingOfficer, in the event that providing the foregoing coverage would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010his executors, as amendedheirs, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable), the parties hereby agree to negotiate in good faith to modify the foregoing provision in such manner as to avoid the imposition of such excise taxes while also maintaining, to the maximum extent reasonably possible, the original intent and economic benefits to the Executive and the Company assigns or any other person claiming under this Section 5(c). The Executive shall also be entitled to receive any accrued but unpaid salary and bonuses, and to be reimbursed for any reimbursable expenses that have not been reimbursed prior to such termination. The Executive acknowledges and agrees that the non-competition and non-solicitation restrictions set forth in Section 7 of this Employment Agreement will remain in full force and effect for the twelve (12) month period after the termination of the Executive’s employment under this section, and the confidentiality and rights to inventions obligations established in Sections 8 and 9 of this Agreement will survive the termination of this Agreement pursuant to this section.or through his

Employment Period Termination. (a) The Executive’s employment under this Agreement shall continue unabated until terminated by either party pursuant to the terms of this Agreement. (b) The Employment Period shall continue until terminated upon the earlier to occur of the following events: (i) the close of business on the first second anniversary of the Effective Date this Agreement (the initial one two (12) year term of this Agreement shall be referred to herein as the “Initial Term”) or (ii) the death or Permanent Disability permanent disability (as defined in Section 5(f)) of the Executive or other termination event described in this Section 5, provided, however, that, on the first second anniversary of the Effective Datedate of this Agreement, and on every subsequent annual anniversary, and unless either party has given the other party written notice at least ninety (90) days prior to the such anniversary date, the term of this Agreement and the Employment Period shall be renewed for a term ending one (1) year subsequent to such date (each such one-year term shall be referred to herein as a “Renewal Term”), unless sooner terminated as provided herein. For the purposes of this Agreement, the Initial Term and each Renewal Term shall collectively be referred to as the “Employment Period.” (c) Notwithstanding the provisions of Sections 5(a) and (b) above, the Executive may terminate the employment relationship at any time for any reason by giving the Company written notice at least thirty (30) days prior to the effective date of termination. Unless otherwise provided by this Section, all compensation and benefits paid by the Company to the Executive shall cease upon the Executive’s his last day of employment; provided, however, that if the Executive terminates the Executive’s his employment for “Good Reason” pursuant to the terms and conditions set forth below, (i) the Company will continue to pay the Executive’s base salary pursuant to the Normal Payment Schedule for a period of twelve (12) months from the effective date of termination (the “Severance Period”), (ii) in the event that the Executive’s employment is terminated after June 30th, the Company shall pay the Executive the bonus described in Section 4(c), notwithstanding that the Executive will not be employed with the Company through the date of payment, in the amount determined based on the actual level of achievement of the applicable performance goals pursuant to Section 4(f) multiplied by a fraction, the numerator is the number of days through the effective date of termination of the Executive’s employment in the year of such termination, and the denominator of which is 365, and (iii) and the Company will pay the premiums for the Executive’s continuation of group health coverage under the Company’s plans under COBRA at the active employee rates and subject to the Executive’s timely election of COBRA beginning on the date of the Executive’s Separation from Service (as defined in Internal Revenue Code Section 409A) for the greater of (i) the remaining term of the Agreement under the then applicable Employment Period, and (ii) a period of twelve (12) months from the effective date of termination (the “Severance Period”), provided, however that there shall be offset any liability for compensation during the Severance Period any compensation paid to the Executive in his capacity as an employee, consultant or independent contractor. The Company may include the premiums for continued health insurance coverage during the Severance Period in the Executive’s taxable income. Notwithstanding the foregoing, in the event that providing the foregoing coverage would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable), the parties hereby agree to negotiate in good faith to modify the foregoing provision in such manner as to avoid the imposition of such excise taxes while also maintaining, to the maximum extent reasonably possible, the original intent and economic benefits to the Executive and the Company under this Section 5(c). The Executive shall also be entitled to receive any accrued but unpaid salary and bonuses, and to be reimbursed for any reimbursable expenses that have not been reimbursed prior to such termination. Executive’s interest in any outstanding stock options or restricted stock shall remain subject to the terms and conditions of the applicable award agreement (which shall include accelerated vesting of the unvested portion of such awards (if any) that would have become vested during the Initial Term solely by reason of the passage of time (and not the achievement of any applicable performance goal) had the Executive remained in the continued employment of the Company for the duration of the Initial Term). The Executive acknowledges and agrees that the non-competition and non-solicitation restrictions set forth in Section 7 of this Employment Agreement will remain in full force and effect for the twelve (12) month period after the termination of the Executive’s his employment under this section, and the confidentiality and rights to inventions obligations established in Sections 8 and 9 of this Agreement will survive the termination of this Agreement pursuant to this section.

Employment Period Termination. (a) The Executive’s 's employment under this Agreement shall continue unabated until terminated by either party pursuant to the terms of this Agreement. (b) The Employment Period Executive's employment under this Agreement shall be effective as of the date of this Agreement and shall continue until terminated upon the earlier to occur of the following events: (i) the close of business on the first fourth anniversary of the Effective Date (the initial one (1) year term of this Agreement shall be referred to herein as the “Initial Term”) or (ii) the death or Permanent Disability permanent disability (as defined in Section 5(fParagraph 5 (f)) of the Executive or other termination event described in this Section 5Executive, provided, however, that, on the first fourth anniversary of the Effective Datedate of this Agreement, and on every subsequent annual anniversary, and unless either party has given the other party written notice at least ninety thirty (9030) days prior to the such anniversary date, the term of this Agreement and the Employment Period shall be renewed for a term ending one (1) year subsequent to such date (each such one-year term shall be referred to herein as a “Renewal Term”)date, unless sooner terminated as provided herein. For the purposes of this Agreement, the Initial Term and each Renewal Term shall collectively be referred to as the “Employment Period.” (c) Notwithstanding the provisions of Sections 5(aparagraphs 5 (a) and (b) above, the Executive may terminate the employment relationship at any time for any reason by giving the Company written notice at least thirty (30) days prior to the effective date of termination. Unless otherwise provided by this Section, all compensation and benefits paid by the Company to the Executive shall cease upon the Executive’s his last day of employment; provided. However, however, that if the Executive terminates his employment due to a material breach of this Employment Agreement by the Company or due to a material reduction in the responsibilities or reporting relationship of the Executive’s employment for “Good Reason” pursuant to the terms and conditions set forth below, (i) the Company will continue to pay the Executive’s 's base salary pursuant salary, bonus compensation and medical benefits for up to the Normal Payment Schedule for a period of twelve (12) months from the effective date of termination (the “Severance Period”), (ii) in the event that the Executive’s employment is terminated after June 30th, the Company shall pay the Executive the bonus described in Section 4(c), notwithstanding that the Executive will not be employed with the Company through the date of payment, in the amount determined based on the actual level of achievement of the applicable performance goals pursuant to Section 4(f) multiplied by a fraction, the numerator is the number of days through the effective date of termination of the Executive’s employment in the year of such termination, and the denominator of which is 365, and (iii) and the Company will pay the premiums for the Executive’s continuation of group health coverage under the Company’s plans under COBRA at the active employee rates and subject to the Executive’s timely election of COBRA beginning on the date of the Executive’s Separation from Service (as defined in Internal Revenue Code Section 409A) for the Severance Period. The Company may include the premiums for continued health insurance coverage during the Severance Period in the Executive’s taxable income. Notwithstanding the foregoing, in the event that providing the foregoing coverage would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable), the parties hereby agree to negotiate in good faith to modify the foregoing provision in such manner as to avoid the imposition of such excise taxes while also maintaining, to the maximum extent reasonably possible, the original intent and economic benefits to the Executive and the Company under this Section 5(c). The Executive shall also be entitled to receive any accrued but unpaid salary and bonuses, and to be reimbursed for any reimbursable expenses that have not been reimbursed prior to such terminationmonths. The Executive acknowledges and agrees that the non-competition and non-solicitation compete restrictions set forth in Section 7 of this Employment Agreement will remain in full force and effect for the twelve (12) month period after the termination of his employment. At its sole election and discretion, the Company may release the Executive from the non-compete restrictions of this Agreement. If said election is made, the Company will continue to pay the Executive’s 's base salary, a pro-rated bonus and medical benefits for a six (6) month period. (d) If the Executive's employment is terminated "for cause," the Executive will not be entitled to and shall not receive any compensation or benefits of any type following the effective date of termination. As used in this Agreement, the term "for cause" shall include a termination for insubordination, dishonesty, conviction of a felony, a willful unauthorized disclosure of confidential information, a violation of any material Company rule, regulation or policy, which has a materially adverse impact to the Company, or a breach of any material obligation under this sectionAgreement, including, without limitation, willful refusal to perform the Executive's duties hereunder, except in the event that the Executive becomes permanently disabled as set forth in paragraph 5 (f). Anything herein to the contrary notwithstanding, the Company shall give the Executive written notice prior to terminating this Agreement of the Executive's material breach of this Agreement, setting forth the exact nature of any alleged breach and the conduct required to cure such breach. The Executive shall have thirty (30) days from the giving of such notice within which to cure, and shall be entitled to appear before the confidentiality Board to discuss such written notice of material breach. Notwithstanding the foregoing, actions or inactions on the part of the Executive which were taken or not taken in good faith shall not constitute a material breach of this agreement. (e) Upon sixty (60) days written notice, the Company shall retain the right to terminate the Executive without cause. If the Executive's employment is terminated by the Company without cause, the Executive shall continue to receive his base salary, bonus and rights medical benefits for a period of twelve (12) months. The Executive acknowledges and agrees that the non-compete restrictions set forth in Section 7 of this Employment Agreement will remain in full force and effect for the twelve (12) month period subsequent to inventions obligations established his termination. At its sole election and discretion, the Company may release the Executive from the non-compete restrictions of this Agreement. If said election is made, the Company will continue to pay the Executive's base salary, a pro-rated bonus and medical benefits for a six (6) month period. (f) In the event the Executive becomes permanently disabled during employment with the Company, the Company may terminate this Agreement by giving thirty (30) days notice to the Executive of its intent to terminate, and unless the Executive resumes performance of the duties set forth in Sections 8 Paragraph 3 within five (5) days of the date of the notice and 9 continues performance for the remainder of the notice period, this Agreement shall terminate at the end of the thirty (30) day period. The Executive will not be entitled to and shall not receive any compensation or benefits of any type following the effective date of termination. "Permanently disabled" for the purposes of this Agreement means the inability, due to physical or mental ill health, to perform the Executive's duties for one hundred eighty (180) days during any one employment year irrespective of whether such days are consecutive. (g) This Agreement will survive terminate immediately upon the termination Executive's death and no further compensation or benefits of this Agreement pursuant any type will be paid to this sectionthe Executive or his heirs thirty (30) days following the date of the Executive's death, except that bonuses earned but not paid prior to the Executive's death will be paid.

Employment Period Termination. (a) The Executive’s employment under this Agreement shall continue unabated until terminated by either party pursuant to the terms of this Agreement. (b) The Employment Period shall continue until terminated upon the earlier to occur of the following events: (i) the close of business on the first anniversary of the Effective Date (the initial one (1) year term of this Agreement shall be referred to herein as the “Initial Term”) or (ii) the death or Permanent Disability (as defined in Section 5(f)) of the Executive or other termination event described in this Section 5, provided, however, that, on the first anniversary of the Effective Date, and on every subsequent annual anniversary, and unless either party has given the other party written notice at least ninety (90) days prior to the such anniversary date, the term of this Agreement and the Employment Period shall be renewed for a term ending one (1) year subsequent to such date (each such one-year term shall be referred to herein as a “Renewal Term”), unless sooner terminated as provided herein. For the purposes of this Agreement, the Initial Term and each Renewal Term shall collectively be referred to as the “Employment Period.” (c) Notwithstanding the provisions of Sections 5(a) and (b) above, the Executive may terminate the employment relationship at any time for any reason by giving the Company written notice at least thirty (30) days prior to the effective date of termination. Unless otherwise provided by this Section, all compensation and benefits paid by the Company to the Executive shall cease upon the Executive’s last day of employment; provided, however, that if the Executive terminates the Executive’s employment for “Good Reason” pursuant to the terms and conditions set forth below, (i) the Executive shall receive all Base Salary accrued but unpaid as of the date of termination; (ii) the Company shall reimburse the Executive for all reimbursable expenses described in Section 4(c) incurred by the Executive prior to termination but not yet paid (together with clause (i), the “Accrued Benefits”); (iii) the Company will continue to pay the Executive an amount equal to one and one-half times (1.5x) the sum of the Executive’s base salary Base Salary and Target Bonus (the “Severance Amount”) pursuant to the Normal Payment Schedule for a period of twelve eighteen (1218) months from the effective date of termination (the “Severance Period”), ; (iiiv) in the event that the Executive’s employment is terminated after June 30th, the Company shall pay the Executive the any earned but unpaid annual bonus described in Section 4(c), notwithstanding that the Executive will not be employed with the Company through the date of payment, in the amount determined based on the actual level of achievement of the applicable performance goals pursuant to Section 4(f) multiplied by a fraction, relating to the numerator is calendar year prior to the number of days through calendar year in which the effective date of termination of occurs (the Executive“Prior Year’s employment in the year of such termination, and the denominator of which is 365, Bonus”); and (iiiv) and the Company will pay the premiums for the Executive’s continuation of group health coverage for the Executive (including the Executive’s eligible dependents) under the Company’s plans under COBRA at the active employee rates and subject to the Executive’s timely election of COBRA beginning on the date of the Executive’s Separation from Service (as defined in Internal Revenue Code Section 409A) for the Severance PeriodPeriod (the “Continued Health Insurance”) (collectively, items (i) through (v) are referred to herein as the “Severance Benefits”). The Company may include the premiums for continued health insurance coverage during the Severance Period Continued Health Insurance in the Executive’s taxable incomeincome to the extent the Company determines is necessary to comply with legal and regulatory requirements or guidance. Notwithstanding the foregoing, in the event that providing the foregoing coverage Continued Health Insurance would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable), the parties hereby agree to negotiate in good faith to modify the foregoing provision Continued Health Insurance in such manner as to avoid the imposition of such excise taxes while also maintaining, to the maximum extent reasonably possible, the original intent and economic benefits to the Executive and the Company under this Section 5(c). The Executive shall also be entitled to receive any accrued but unpaid salary and bonuses, and to be reimbursed for any reimbursable expenses that have not been reimbursed prior to such termination. The Executive acknowledges and agrees that the non-competition and non-solicitation restrictions set forth in Section 7 of this Employment Agreement will remain in full force and effect for the twelve twenty four (1224) month period after the termination of the Executive’s employment under this section, and the confidentiality and rights to inventions obligations established in Sections 8 and 9 of this Agreement will survive the termination of this Agreement pursuant to this section.

Employment Period Termination. (a) The Executive’s employment under this Agreement shall continue unabated until terminated by either party pursuant to the terms of this Agreement. (b) The Employment Period shall continue until terminated upon the earlier to occur of the following events: (i) the close of business on the first anniversary of the Effective Date (the initial one (1) year term of this Agreement shall be referred to herein as the “Initial Term”) or (ii) the death or Permanent Disability (as defined in Section 5(f)) of the Executive or other termination event described in this Section 5, provided, however, that, on the first anniversary of the Effective Date, and on every subsequent annual anniversary, and unless either party has given the other party written notice at least ninety (90) days prior to the such anniversary date, the term of this Agreement and the Employment Period shall be renewed for a term ending one (1) year subsequent to such date (each such one-year term shall be referred to herein as a “Renewal Term”), unless sooner terminated as provided herein. For the purposes of this Agreement, the Initial Term and each Renewal Term shall collectively be referred to as the “Employment Period.” (c) Notwithstanding the provisions of Sections 5(a) and (b) above, the Executive may terminate the employment relationship at any time for any reason by giving the Company written notice at least thirty (30) days prior to the effective date of termination. Unless otherwise provided by this Section, all compensation and benefits paid by the Company to the Executive shall cease upon the Executive’s last day of employment; provided, however, that if the Executive terminates the Executive’s employment for “Good Reason” pursuant to the terms and conditions set forth below, (i) the Company will continue to pay the Executive’s base salary pursuant to the Normal Payment Schedule for a period of twelve (12) months from the effective date of termination (the “Severance Period”), (ii) in the event that the Executive’s employment is terminated after June 30th, the Company shall pay the Executive the bonus described in Section 4(c), notwithstanding that the Executive will not be employed with the Company through the date of payment, in the amount determined based on the actual level of achievement of the applicable performance goals pursuant to Section 4(f) multiplied by a fraction, the numerator is the number of days through the effective date of termination of the Executive’s employment in the year of such termination, and the denominator of which is 365, and (iii) and the Company SLC-7350458-2 will pay the premiums for the Executive’s continuation of group health coverage under the Company’s plans under COBRA at the active employee rates and subject to the Executive’s timely election of COBRA beginning on the date of the Executive’s Separation from Service (as defined in Internal Revenue Code Section 409A) for the Severance Period. The Company may include the premiums for continued health insurance coverage during the Severance Period in the Executive’s taxable income. Notwithstanding the foregoing, in the event that providing the foregoing coverage would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable), the parties hereby agree to negotiate in good faith to modify the foregoing provision in such manner as to avoid the imposition of such excise taxes while also maintaining, to the maximum extent reasonably possible, the original intent and economic benefits to the Executive and the Company under this Section 5(c). The Executive shall also be entitled to receive any accrued but unpaid salary and bonuses, and to be reimbursed for any reimbursable expenses that have not been reimbursed prior to such termination. The Executive acknowledges and agrees that the non-competition and non-solicitation restrictions set forth in Section 7 of this Employment Agreement will remain in full force and effect for the twelve (12) month period after the termination of the Executive’s employment under this section, and the confidentiality and rights to inventions obligations established in Sections 8 and 9 of this Agreement will survive the termination of this Agreement pursuant to this section.

Employment Period Termination. (a) The Executive’s 's employment under this Agreement shall continue unabated until terminated by either party pursuant to the terms of this Agreement. (b) The Employment Period shall continue until terminated upon the earlier to occur of the following events: (i) the close of business on the first anniversary of the Effective effective Date (the initial one (1I) year term of this Agreement shall be referred to herein as the “Initial Term”" Initia l Ter m") or (ii) the death or Permanent Disability (as defined in Section 5(f)) of the Executive or other termination event described in this Section 5, provided, however, thatthat , on the first anniversary of the Effective Date, and on every subsequent annual anniversaryanniversar y, and unless either party has given the other party written notice at least ninety (90) days prior to the such anniversary date, the term of this Agreement and the Employment Period shall be renewed for a term ending one (1I) year subsequent to such date (each such one-year term shall be referred to herein as a “"Renewal Term”Te rm"), unless sooner terminated as provided herein. For the purposes of this Agreement, the Initial Term and each Renewal Term shall collectively be referred to as the “Employment " Employ ment Period.”. " (c) Notwithstanding the provisions prov1s1o ns of Sections 5(a) and (b) above, the Executive may terminate the employment relationship at any time for any reason by giving the Company written notice at least thirty (30) days prior to the effective date of termination. Unless otherwise provided by this SectionSectio n, all compensation co mpensatio n and benefits paid by the Company to the Executive shall cease upon the Executive’s Executive ' s last day of employmentemp xxx ment ; provided, however, that if the Executive terminates terminate s the Executive’s Exec utive ' s employment for “"Good Reason” Reaso n" pursuant to the terms and conditions set forth below, (i) the Company will continue to pay the Executive’s Exec utive' s base salary pursuant to the Normal Payment Schedule for a period of twelve (12) months from the effective date of termination (the “"Severance Period”"), (ii) in the event that the Executive’s 's employment is terminated after June 30th, the Company shall pay the Executive the bonus described in Section 4(c), notwithstanding that the Executive will not be employed with the Company through the date of payment, in the amount determined based on the actual level of achievement of the applicable performance goals pursuant to Section 4(f4(t) multiplied by a fractionfraction , the numerator is the number of days through the effective date of termination of the Executive’s Executive ' s employment in the year of such terminationterminatio n, and the denominator of which is 365, and (iii) and the Company will pay the premiums for the Executive’s Executive ' s continuation of group health coverage under the Company’s Company ' s plans under COBRA at the active employee emplo xxx rates and subject to the Executive’s Executive ' s KE 33624884.3 timely election of COBRA beginning on the date of the Executive’s 's Separation from Service (as defined in Internal Revenue Code Section 409A) for the Severance Period. The Company may include the premiums for continued health insurance coverage during the Severance Period in the Executive’s 's taxable incomeincome . Notwithstanding the foregoing, in the event that providing the foregoing coverage would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 201020 I 0, as amended (to the extent applicable), the parties hereby agree to negotiate in good faith to modify the foregoing provision in such manner as to avoid the imposition of such excise taxes while also maintaining, to the maximum extent reasonably possible, the original intent and economic benefits to the Executive and the Company under this Section 5(c). The Executive shall also be entitled to receive any accrued but unpaid salary and bonuses, and to be reimbursed for any reimbursable expenses that have not been reimbursed prior to such termination. The Executive acknowledges and agrees that the non-competition and non-solicitation restrictions set forth in Section 7 of this Employment Agreement will wi11 remain in full fulI force and effect for the twelve (12) month period after the termination of the Executive’s Executive ' s employment under this section, and the confidentiality and rights to inventions obligations established in Sections 8 and 9 of this Agreement will survive the termination of this Agreement pursuant to this section.

Employment Period Termination. (a) The Executive’s employment under this Agreement shall continue unabated until terminated by either party pursuant to commence on the terms of this Agreement. (b) The Employment Period Effective Date and shall continue thereafter unabated until terminated upon the earlier to occur of the following events: (i) the close of business on the first fifth (5th) anniversary of the Effective Date this Agreement (with the initial one five (15) year term of this Agreement shall be being referred to herein as the “Initial Term”) or (ii) the death or Permanent Disability (otherwise as defined in Section 5(f)) of the Executive or other termination event described in this Section 5provided below, provided, however, that, on the first fifth anniversary of the Effective Datedate of this Agreement, and on every subsequent annual anniversary, and unless either party has given the other party written notice at least ninety sixty (9060) days prior to the such anniversary date, the term of this Agreement and the Employment Period shall be renewed for a term ending one (1) year subsequent to such date (each such one-year term shall be referred to herein as a “Renewal Term”), unless sooner terminated as provided herein. For the purposes of this Agreement, the Initial Term and each Renewal Term shall collectively be referred to as the “Employment Period”.” (ci) Notwithstanding the provisions of Sections 5(a) and (bSection 4(a) above, the Executive may terminate the employment relationship at any time for any reason by giving the Company written notice at least thirty (30) days prior to the effective date of termination. Unless otherwise provided by this Sectionherein, all compensation and benefits paid by the Company to the Executive shall cease upon the Executive’s his last day of employment; provided, however, that if the Company terminates Executive’s employment for any reason other than for Cause (as defined below) or if the Executive terminates the Executive’s his employment for “Good Reason” pursuant to the terms and conditions set forth below, (i) the Company will continue to pay the Executive’s base salary pursuant to salary, bonus compensation and any and all fringe/medical benefits as provided for in Section 3(f) (collectively, the Normal Payment Schedule “Fringe Benefits”) for a period of twelve (12) months from the effective date of such termination without Cause or for Good Reason, and Executive’s interest in any stock options, restricted stock or other equity interest in the Company for which he is or has become eligible under the terms of any applicable stock option or restricted stock plan or agreement or for which he was scheduled to become eligible at any time during the then applicable Employment Period, including, without limitation, the Merger Options (collectively, the “Severance PeriodOptions”), (ii) in shall fully vest on the event that the effective date of Executive’s employment is terminated after June 30thtermination without Cause or for Good Reason and otherwise shall thereafter be exercisable by Executive subject to the terms and conditions contained therein. In addition, the Company shall pay Executive, within ten (10) calendar days from the Executive the bonus described in Section 4(c), notwithstanding that the Executive will not be employed with the Company through the effective date of paymentsuch termination without Cause or for Good Reason any and all accrued but unpaid salary, bonus and reimbursable expenses and payment for any unused vacation days, in the amount determined based on the actual level of achievement of the applicable performance goals pursuant to Section 4(f) multiplied by a fraction, the numerator is the number of days each case through the effective date of termination without Cause or for Good Reason. Subject to the provisions detailed below, upon thirty (30) days’ written notice to the Company of his intent to terminate the Agreement, Executive shall have the right to terminate his employment under this Agreement for “Good Reason.” For purposes of this Agreement, “Good Reason” is defined as any one of the following: (i) Company’s material breach of any provision of this Agreement; (ii) any material adverse change in Executive’s employment position (including status, offices, titles and reporting requirements), authority, duties or responsibilities, or any other action by the Company made without Executive’s permission (other than a change due to Executive’s Permanent Disability or as an accommodation under the Americans With Disabilities Act) which results in: (A) a diminution in any material respect in Executive’s position, authority, duties, responsibilities or compensation, which diminution continues in time over at least thirty (30) calendar days, such that it constitutes an effective demotion; or (B) a material diversion from Executive’s performance of the year functions of such terminationExecutive’s position (including but not necessarily limited to Executive’s authority to hire, direct, and/or fire employees, Executive’s authority to oversee the general direction and focus of the denominator of which is 365Company), and excluding for this purpose material adverse changes made with Executive’s written consent or due to Executive’s termination For Cause or termination by Executive without Good Reason; (iii) and the Company will pay the premiums for the Executive’s continuation relocation of group health coverage under the Company’s plans under COBRA at the active employee rates and subject to the headquarters and/or Executive’s timely election of COBRA beginning on the date regular work address outside of the Fairfax, Virginia area without Executive’s Separation from Service prior written consent; or (as defined in Internal Revenue Code Section 409Aiv) for the Severance Period. The Company may include the premiums for continued health insurance coverage during the Severance Period in the ExecutiveCompany’s taxable income. Notwithstanding the foregoing, in the event that providing the foregoing coverage would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements covenant contained in Section 7.8 of the Patient Protection Merger Agreement by the Compliance Date (as defined in the Merger Agreement); provided, however, that none of the foregoing shall constitute Good Reason unless Executive shall have provided the Company with written notice of its alleged actions constituting Good Reason (which notice shall specify in reasonable detail the particulars of such Good Reason) and Affordable Care Act Company has not cured any such alleged Good Reason or substantially commenced its effort to cure such breach within fourteen (14) calendar days of 2010Company’s receipt of such written notice; and provided, as amendedfurther, and the Health Care and Education Reconciliation Act of 2010, as amended that Executive may not terminate for Good Reason pursuant to clause (to the extent applicableiv), above, if failure to comply results primarily from factors beyond the parties hereby agree to negotiate in good faith to modify Company’s reasonable control that persist notwithstanding the foregoing provision in such manner as to avoid Company’s compliance with the imposition of such excise taxes while also maintaining, to the maximum extent reasonably possible, the original intent and economic benefits to the Executive and the Company under this Section 5(c). The Executive shall also be entitled to receive any accrued but unpaid salary and bonuses, and to be reimbursed for any reimbursable expenses that have not been reimbursed prior to such termination. The Executive acknowledges and agrees that the non-competition and non-solicitation restrictions set forth reasonable best efforts covenant contained in Section 7 of this Employment Agreement will remain in full force and effect for the twelve (12) month period after the termination 7.8 of the Executive’s employment under this section, and the confidentiality and rights to inventions obligations established in Sections 8 and 9 of this Agreement will survive the termination of this Agreement pursuant to this sectionMerger Agreement.