Common use of Post Termination Payment Obligations Clause in Contracts

Post Termination Payment Obligations. A. If this Agreement terminates for any of the reasons stated in sub-sections A, B or C of Section 8 of this Agreement or is terminated by Executive pursuant to subsection D of Section 8 of this Agreement, then the Executive shall be entitled to receive his Base Salary at the then current rate and any accrued bonus through the effective date of the termination, payable within fifteen (15) days of the effective termination date, and thereafter the Company shall have no further obligations under this Agreement, but Executive shall continue to be bound by Sections 12, 13, and 14 and all other post-termination obligations contained in this Agreement and provisions of this Agreement that specifically survive termination of this Agreement. B. If this Agreement terminates in accordance with sub-sections E of Section 8 of this Agreement or is terminated by Company pursuant to subsection D of Section 8 of this Agreement then Company shall pay Executive his Base Salary at the then current rate and any accrued bonus through the effective termination date, payable within fifteen (15) days of the termination date and the Company shall pay Executive a separation payment in the amount of one year’s Base Salary at the then current rate (the “Separation Payment”). The Separation Payment shall be paid in three installments as follows: 1. One-Third of the Separation Payment shall be payable upon the later of (a) fifteen (15) days after the termination date or (b) the day after the expiration date of Executive’s legally required right, if any, to revoke his signature or agreement in connection with the Separation and Release Agreement described in Section 9(C) below; 2. One-Third of the Separation Payment shall be payable on the six (6) month anniversary of the termination date; and 3. One-Third of the Separation Payment shall be payable on the twelve (12) month anniversary of the termination date. The post-termination obligations under this Section 9(B) shall be binding upon the Company regardless of the Executive’s subsequent employment with any other person, firm, partnership, association, business organization, corporation or other entity which is not affiliated with the Company. C. In consideration of, and as a condition to the Company’s obligation to pay the Separation Payment, Executive shall: 1. Execute a Separation and Release Agreement in a form prepared by and acceptable to the Company whereby Executive releases the Company from any and all liability and settles claims of any kind; and 2. Comply with the restrictive covenants (Sections 12 and 13 of this Agreement), all other post-termination obligations contained in this Agreement and the provisions of this Agreement that specifically survive termination of this Agreement.

Post Termination Payment Obligations. A. If this Agreement terminates for any of the reasons stated in sub-sections A, B or C of Section 8 of this Agreement or is terminated by Executive pursuant to subsection D of Section 8 of this Agreement, then the Executive shall be entitled to receive his Base Salary at the then current rate and any accrued bonus through the effective date of the termination, payable within fifteen (15) days of the effective termination date, and thereafter the Company shall have no further obligations under this Agreement, but Executive shall continue to be bound by Sections 12, 13, and 14 and all other post-termination obligations contained in this Agreement and provisions of this Agreement that specifically survive termination of this Agreement. B. If this Agreement terminates in accordance with sub-sections E of Section 8 of this Agreement or is terminated by Company pursuant to subsection D of Section 8 of this Agreement then Company shall pay Executive his Base Salary at the then current rate and any accrued bonus through the effective termination date, payable within fifteen (15) days of the termination date and the Company shall pay Executive a separation payment in the amount of one year’s years Base Salary at the then current rate (the “Separation Payment”). The Separation Payment shall be paid in three installments as follows: 1. One-Third of the Separation Payment shall be payable upon the later of (a) fifteen (15) days after the termination date or (b) the day after the expiration date of Executive’s legally required right, if any, to revoke his signature or agreement in connection with the Separation and Release Agreement described in Section 9(C) below; 2. One-Third of the Separation Payment shall be payable on the six (6) month anniversary of the termination date; and 3. One-Third of the Separation Payment shall be payable on the twelve (12) month anniversary of the termination date. The post-termination obligations under this Section 9(B) shall be binding upon the Company regardless of the Executive’s 's subsequent employment with any other person, firm, partnership, association, business organization, corporation or other entity which is not affiliated with the Company. C. In consideration of, and as a condition to the Company’s obligation to pay the Separation Payment, Executive shall: 1. Execute a Separation and Release Agreement in a form prepared by and acceptable to the Company whereby Executive releases the Company from any and all liability and settles claims of any kind; and 2. Comply with the restrictive covenants (Sections 12 and 13 of this Agreement), all other post-termination obligations contained in this Agreement and the provisions of this Agreement that specifically survive termination of this Agreement.

Post Termination Payment Obligations. A. If this Agreement the Company terminates Your employment Without Cause, or You resign for any of the reasons stated in sub-sections A, B or C of Section 8 of this Agreement or is terminated by Executive pursuant to subsection D of Section 8 of this AgreementGood Reason, then the Executive shall be entitled to receive his Base Salary at Company shall: Employee’s Initials 9777098(GA) (a) Pay You all accrued but unpaid wages through the date Your employment terminates (the “Termination Date”), based on Your then current rate and any accrued bonus through the effective date of the terminationbase salary; and (b) Following Your separation from service, payable within fifteen (15a) days of the effective termination date, and thereafter the Company shall have no further obligations under this Agreement, but Executive shall continue to be bound by Sections 12, 13, and 14 and all other post-termination obligations contained in this Agreement and provisions of this Agreement that specifically survive termination of this Agreement. B. If this Agreement terminates in accordance with sub-sections E of Section 8 of this Agreement or is terminated by Company pursuant to subsection D of Section 8 of this Agreement then Company shall pay Executive his Base Salary at the then current rate and any accrued bonus through the effective termination date, payable within fifteen (15) days of the termination date and the Company shall pay Executive You a separation payment in the amount equal to twelve (12) months of one year’s Base Salary at the Your then current rate base salary, minus all applicable withholdings, including taxes and Social Security (the “Separation Payment”). The Separation Payment shall be divided and paid over a period of twelve (12) months in three installments accordance with the Company’s normal payroll schedule as follows: 1. One-Third of the Separation Payment shall be payable upon Effective Date, beginning with the later of first such date that is at least sixty (a) fifteen (1560) days after the termination date or of Your separation, provided that You have complied with the Conditions set forth below as of such date; (b) the day after the expiration date pay You a pro-rated portion of Executive’s legally required rightYour annual bonus, if any, that would have been payable to revoke his signature or agreement You for such calendar year had You remained employed by the Company for the entire calendar year, calculated by multiplying the bonus by a fraction, the numerator of which is the number of days in connection the calendar year of Your termination that precede the date of Your termination, and the denominator of which is 365, all as determined in the sole and absolute discretion of the Company (the “Bonus”). The Bonus, if any, shall be subject to all applicable withholdings, and shall be paid on the same date the Company pays all such other bonuses for such calendar year, provided that You have complied with the Separation Conditions set forth below as of such date; and Release Agreement described in Section 9(C(c) below; 2. One-Third subject to (A) Your timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), for You, (B) Your continued copayment of premiums at the same level and cost to You as if You were an employee of the Separation Payment shall be payable on Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), and (C) Your continued compliance with the six obligations in this Agreement, provide continued participation by You in the Company’s group health plan (6to the extent permitted under applicable law and the terms of such plan) month anniversary for a period of the termination date; and 3. One-Third of the Separation Payment shall be payable on the twelve (12) month anniversary months at the Company’s expense; provided that You are eligible and remain eligible for COBRA coverage; and provided, further, that in the event that You obtain other employment that offers group health benefits, such payments (but not the ability to continue COBRA coverage at Your sole expense) shall immediately cease when You become eligible to participate in such group health benefit plan. Except as set forth in this subsection, the Company shall have no other obligations to You, including under any provision of the termination datethis Agreement or any other agreement, Company policy, or otherwise. The post-termination obligations under this Section 9(B) shall be binding upon the Company regardless of the Executive’s subsequent employment with any other person, firm, partnership, association, business organization, corporation or other entity which is not affiliated with the Company. C. In consideration of, and as a condition to the Company’s obligation to pay You as set forth above shall be conditioned upon the Separation Payment, Executive shallfollowing: 1. Execute (i) Your execution of a Separation and Release Agreement in a form prepared by the Company, which has become irrevocable within the sixty (60) day period after Your separation, and acceptable to the Company whereby Executive releases which includes, but is not limited to, Your release of the Company from any and all liability and settles claims of any kind; and 2. Comply (ii) Your compliance with the restrictive covenants (Sections 12 and 13 of this Agreement), all other post-termination obligations contained in this to the Company to which You may be subject, including, but not limited to, any restrictive covenants (subclauses (i) and (ii) above, the “Conditions”). If You do not execute an effective Release Agreement and as set forth above, the provisions Company shall have no obligation to pay the payments set forth above. The Company’s obligation to pay the payments set forth above shall terminate immediately upon any breach by You of this Agreement that specifically survive any post-termination of this Agreementobligations to which You are subject.

Post Termination Payment Obligations. A. If this Agreement terminates the Term and Executive’s employment is terminated for any of the reasons stated in sub-sections A, B or C of Section 8 7 of this Agreement or is terminated by Executive pursuant to sub-section D of Section 7 of this Agreement, then Executive shall be entitled to receive (i) his Base Salary at the then current rate, payable within fifteen (15) days of the effective termination date, and (ii) only in the case of a termination for any of the reasons stated in sub-sections A or B of Section 7 of this Agreement, the Bonus Payment (as defined below). Thereafter the Company shall have no further payment obligations under this Agreement, but Executive shall continue to be bound by Sections 11, 12, and 13 and all other post-termination obligations contained in this Agreement and provisions of this Agreement that specifically survive termination of the Term. If the Term and Executive’s employment is terminated by the Company pursuant to subsection D of Section 7 of this Agreement or is terminated by Executive pursuant to subsection D E of Section 8 7 of this Agreement, then the Company shall pay Executive shall be entitled to receive (i) his Base Salary at the then current rate and any accrued bonus through the effective date of the termination, payable within fifteen (15) days of the effective termination date, (ii) a separation payment in the amount of his Base Salary at the then current rate for twelve (12) months (the “Separation Payment”) and thereafter (iii) the actual annual bonus in respect of the calendar year in which the effective date of the termination occurs (the “Termination Year”) that the Executive would have earned (based on actual performance) had the Executive remained employed with the Company through the time such bonuses are paid, prorated for the number of days in the Termination Year that Executive was employed by the Company, payable at the same time annual bonuses are paid to similarly situated executives of the Company (the “Bonus Payment”). Subject to Executive’s compliance with Section 8(C) hereof, the Separation Payment shall be paid in three installments as follows: One-Third of the Separation Payment shall be payable on the four (4) month anniversary of the effective date of the termination; One-Third of the Separation Payment shall be payable on the six (6) month anniversary of the effective date of the termination; and One-Third of the Separation Payment shall be payable on the twelve (12) month anniversary of the effective date of the termination. Thereafter, the Company shall have no further payment obligations under this Agreement, but Executive shall continue to be bound by Sections 11, 12, 13, and 14 13 and all other post-termination obligations contained in this Agreement and provisions of this Agreement that specifically survive termination of this Agreement. B. If this Agreement terminates in accordance with sub-sections E of Section 8 of this Agreement or is terminated by Company pursuant to subsection D of Section 8 of this Agreement then Company shall pay Executive his Base Salary at the then current rate and any accrued bonus through the effective termination date, payable within fifteen (15) days of the termination date and the Company shall pay Executive a separation payment in the amount of one year’s Base Salary at the then current rate (the “Separation Payment”). The Separation Payment shall be paid in three installments as follows: 1. One-Third of the Separation Payment shall be payable upon the later of (a) fifteen (15) days after the termination date or (b) the day after the expiration date of Executive’s legally required right, if any, to revoke his signature or agreement in connection with the Separation and Release Agreement described in Section 9(C) below; 2. One-Third of the Separation Payment shall be payable on the six (6) month anniversary of the termination date; and 3. One-Third of the Separation Payment shall be payable on the twelve (12) month anniversary of the termination date. The post-termination obligations under this Section 9(B) sub-section B shall be binding upon the Company regardless of the Executive’s subsequent employment with any other person, firm, partnership, association, business organization, corporation or other entity which is not affiliated with the Company. C. In consideration of, and as . As a condition to the Company’s obligation to pay the Separation Payment or the Bonus Payment, Executive shall: 1. Execute : Within 60 days following Executive’s termination of employment, execute (and not revoke) a Separation and Release Agreement in a form prepared by and acceptable to the Company (which form shall include customary exclusions for any directors’ and officers’ indemnification and insurance arrangements and vested rights under any employee benefit plan of the Company) whereby Executive releases the Company and its affiliates and their respective officers, directors and employees from any and all liability and settles all claims of any kind. Benefits shall be deemed forfeited if the release is not executed and delivered to the Company within the time specified herein; and 2. and Comply with the restrictive covenants (Sections 11 and 12 of this Agreement) and all other post-termination obligations contained in this Agreement. The parties agree that regardless of whether Executive complies with the provisions of Section 8(C)(1) and whether the Company pays Executive the Separation Payment or Bonus Payment, Executive shall continue to be bound by Sections 11, 12 and 13 of this Agreement), and all other post-termination obligations contained in this Agreement and the provisions of this Agreement that specifically survive termination of this Agreementthe Term and Executive’s employment.

Post Termination Payment Obligations. A. If this Agreement terminates for any of the reasons stated in sub-sections A, B or C of Section 8 of this Agreement or is terminated by Executive pursuant to subsection D of Section 8 of this Agreement, then the Executive shall be entitled to receive his Base Salary at the then current rate and any accrued bonus through the effective date of the termination, payable within fifteen (15) days of the effective termination date, and thereafter the Company shall have no further obligations under this Agreement, but Executive shall continue to be bound by Sections 12, 13, and 14 and all other post-termination obligations contained in this Agreement and provisions of this Agreement that specifically survive termination of this Agreement. B. If this Agreement terminates in accordance with sub-sections E of Section 8 of this Agreement or is terminated by Company pursuant to subsection D of Section 8 of this Agreement then Company shall pay Executive his Base Salary at the then current rate and any accrued bonus through the effective termination date, payable within fifteen (15) days of the termination date and the Company shall pay Executive a separation payment in the amount of one year’s years Base Salary at the then current rate (the “Separation Payment”). The Separation Payment shall be paid in three installments as follows: 1. One-Third of the Separation Payment shall be payable upon the later of (a) fifteen (15) days after the termination date or (b) the day after the expiration date of Executive’s legally required right, if any, to revoke his signature or agreement in connection with the Separation and Release Agreement described in Section 9(C) below; 2. One-Third of the Separation Payment shall be payable on the six (6) month anniversary of the termination date; and 3. One-Third of the Separation Payment shall be payable on the twelve (12) month anniversary of the termination date. The post-termination obligations under this Section 9(B) shall be binding upon the Company regardless of the Executive’s subsequent employment with any other person, firm, partnership, association, business organization, corporation or other entity which is not affiliated with the Company. C. In consideration of, and as a condition to the Company’s obligation to pay the Separation Payment, Executive shall: 1. Execute a Separation and Release Agreement in a form prepared by and acceptable to the Company whereby Executive releases the Company from any and all liability and settles claims of any kind; and 2. Comply with the restrictive covenants (Sections 12 and 13 of this Agreement), all other post-termination obligations contained in this Agreement and the provisions of this Agreement that specifically survive termination of this Agreement.

Post Termination Payment Obligations. A. If this Agreement terminates for any of the reasons stated in sub-sections A, B or C of Section 8 of this Agreement or is terminated by Executive pursuant to subsection D F of Section 8 of this Agreement, then the Executive shall be entitled to receive his her Base Salary at the then current rate and any accrued bonus through the effective date of the termination, payable within fifteen (15) days of the effective termination date, and thereafter the Company shall have no further obligations under this Agreement, but Executive shall continue to be bound by Sections 12, 13, and 14 and all other post-termination obligations contained in this Agreement and provisions of this Agreement that specifically survive termination of this Agreement. B. If this Agreement terminates for any of the reasons stated in accordance with sub-sections D, E or G of Section 8 of this Agreement or is terminated by Company pursuant to subsection D F of Section 8 of this Agreement then Company shall pay Executive his her Base Salary at the then current rate and any accrued bonus through the effective termination date, payable within fifteen (15) days of the termination date and the Company shall pay Executive a separation payment in the amount of one year’s Base Salary at the then current rate Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) (the “Separation Payment”). The Separation Payment shall be paid in three two installments as follows: 1. OneOne Hundred Twenty-Third of the Separation Payment Five Thousand and No/100 Dollars ($125,000) shall be payable upon the later of (a) fifteen (15) days after the termination date or (b) the day after the expiration date of Executive’s legally required right, if any, to revoke his her signature or agreement in connection with the Separation and Release Agreement described in Section 9(C) below;; and 2. OneOne Hundred Twenty-Third of the Separation Payment Five Thousand and No/100 Dollars ($125,000) shall be payable on the six four (64) month anniversary of the termination date; and 3. One-Third In addition, if this Agreement terminates for any of the Separation Payment shall be payable reasons stated in subsections D, E or G of Section 8 of this Agreement or is terminated by Company pursuant to subsection F of Section 8 of this Agreement, then for a period expiring on the first to occur of (a) twelve months following any such termination of this Agreement or (12b) the date on which Executive becomes eligible for coverage under a group health insurance plan available in conjunction with Executive’s subsequent employment, the Company shall reimburse Executive the amount of monthly premiums paid by Executive for health insurance coverage reasonably comparable to the health insurance coverage provided to Executive pursuant to the Company’s benefit plans; provided, however, that the amount that the Company is obligated to reimburse each month anniversary is limited to 150% of the monthly health insurance premium payments made by the Company on behalf of Executive in the month prior to such termination dateof the Agreement. The post-termination obligations under this Section 9(B) shall be binding upon the Company regardless of the Executive’s subsequent employment with any other person, firm, partnership, association, business organization, corporation or other entity which is not affiliated with the Company. C. In consideration of, and as a condition to the Company’s obligation to pay pay, the Separation Payment, Executive shall: 1. Execute a Separation and Release Agreement in a form prepared by and acceptable to the Company whereby Executive releases the Company from any and all liability and settles claims of any kind; and 2. Comply with the restrictive covenants (Sections 12 and 13 of this Agreement), all other post-termination obligations contained in this Agreement and the provisions of this Agreement that specifically survive termination of this Agreement.

Post Termination Payment Obligations. A. If this Agreement terminates for any of the reasons stated set forth in sub-sections Asubsections 4A, B 4C or C of Section 8 of this Agreement or is terminated by Executive pursuant to subsection D of Section 8 4D of this Agreement, then the Executive You shall be entitled to receive his Your Base Salary at the then current rate and any accrued bonus through the effective termination date of the termination, payable within fifteen (15as increased by any raises) days of the effective termination date, and thereafter the Company shall have no further obligations under this Agreement, including, but Executive not limited to, the obligation to pay You any portion of the Bonus under Section 2B, but You shall continue to be bound by Sections 128A, 138B and 8C, and 14 and all other post-termination obligations contained in this Agreement and provisions of this Agreement that specifically survive termination of this Agreement. B. Except as otherwise provided in subsection 5C, if applicable, if this Agreement terminates for any of the reasons set forth in subsections 4E or 4F of this Agreement, then the Company shall pay You a separation payment equal to twelve (12) months base salary in effect as of the date of termination (subject to increase pursuant to Section 3, including increases after the date of termination), payable over a period of twelve (12) months in accordance with the Company’s normal payroll practices, any prorated Bonus payments (to the extent earned by You prior to the date of Your termination). If this Agreement terminates for the reason set forth in accordance with sub-sections E of Section 8 subsection 4B of this Agreement or is terminated by Company pursuant to subsection D reason of Section 8 of this Agreement then Company shall pay Executive his Base Salary at an injury which occurs in the then current rate and any accrued bonus through the effective termination date, payable within fifteen (15) days course of the termination date and performance of Your duties for the Company, then the Company shall pay Executive You a separation payment equal to twelve (12) months base salary in effect as of the date of termination, less the monthly amount that you are entitled to receive under any and all long-term and short-term disability insurance policies, payable over a period of one yeartwelve (12) months in accordance with the Company’s Base Salary at the then current rate normal payroll practices. C. If, within twelve (the “Separation Payment”). The Separation Payment shall be paid in three installments as follows12) months following a Change of Control: 1. One-Third of the Separation Payment shall be payable upon Company or the later of (a) fifteen (15) days after successor entity to the termination date or (b) Company terminates Your employment in the day after the expiration date of Executive’s legally required right, if any, to revoke his signature or agreement in connection with the Separation and Release Agreement manner described in Section 9(C) below;subsection 4F of this Agreement; or 2. One-Third You terminate your employment pursuant to subsection 4E of the Separation Payment this Agreement, then (i) You shall be payable on the six (6) month anniversary of the termination date; and 3. One-Third of the Separation Payment shall be payable on the receive a separation payment equal to twelve (12) month anniversary months Base Salary in effect as of the termination date. The post-termination obligations under this Section 9(BDate of Termination, payable over a period of twelve (12) shall be binding upon the Company regardless of the Executive’s subsequent employment with any other person, firm, partnership, association, business organization, corporation or other entity which is not affiliated months in accordance with the Company’s normal payroll practices (or at the election of the Company, payable as a lump sum payment); (ii) the Company shall maintain in full force and effect and pay all related expenses for the continued benefit of You and Your dependants until the earlier of twelve (12) months following Your termination, or the date You accept other employment and obtain, the equivalent of all life, disability, accident, health insurance and other employee benefit plans, programs, benefits or arrangements in which You were entitled to participate immediately prior to such date provided that Your continued participation is possible under the general terms and provisions of such plans and programs. No deduction for any expenses related to the benefits described in this section shall be made from Your Base Salary during the period after termination for which You are eligible for such benefits. In the event that Your participation in any such plan or program is barred, the Company shall arrange to provide You with benefits substantially similar to those which You were entitled to receive under such plans and programs immediately prior to Your termination, provided that any reduction of benefits which constituted a basis for Your termination of employment for Good Reason shall not be taken into account for purposes of determining Your continued benefits under this subsection; (iii) You shall receive the cash bonus amount earned by You as though You and the Company met the performance objectives required by the Board of Directors for payment of such bonus amount for the remainder of the plan year following the Change of Control. C. In consideration of, and as a condition D. You currently hold options to purchase 3,000,000 shares of the Company’s common stock (“Cape Options”). Cape Options to purchase 2,000,000 shares were issued pursuant to the Company’s Stock Incentive Plan (“Plan Options”) and Cape Options to purchase 1,000,000 shares were issued outside the Company’s Stock Incentive Plan (“Non-Plan Options”). If your employment terminates pursuant to Xxxxxxx 0X, 0X, 0X, 0X xx 0X (including, but not limited to, after or in connection with a Change in Control), the Plan Options shall be exercisable for one (1) year following the date of termination. If Your employment terminates pursuant to Section 4D (including, but not limited to, after or in connection with a Change of Control), the Plan Options shall be exercisable for ninety (90) days following the date of termination. Notwithstanding anything herein to the contrary or without respect to the nature of termination, the Non-Plan Options have no expiration date, in accordance with their terms. If the Company terminates Your employment in the manner described in subsection 4E or 4F of this Agreement, then vesting of any unvested options shall be accelerated so that such options shall be immediately exercisable in full in accordance with the terms and conditions of the Stock Option Certificate. E. The Company’s obligation to pay make the Separation Payment, Executive shallseparation payments as set forth herein shall be conditioned upon Your: 1. Execute Execution of a Separation and Release Agreement in a form prepared by and acceptable to the Company whereby Executive releases You release the Company from any and all liability and settles claims of any kind; and 2. Comply Compliance with the restrictive covenants (Sections 12 8A, 8B and 13 of this Agreement), 8C) and all other post-termination obligations contained in this Agreement and Agreement. The Company’s obligation to make the provisions separation payments set forth in this Section 5 shall terminate immediately upon any breach by You of this Agreement that specifically survive any post-termination of this Agreementobligations to which You are subject.

Post Termination Payment Obligations. A. If this Agreement terminates for any of the reasons stated set forth in sub-sections Asubsections 4A, B 4C or C of Section 8 of this Agreement or is terminated by Executive pursuant to subsection D of Section 8 4D of this Agreement, then the Executive You shall be entitled to receive his Your Base Salary at the then current rate and any accrued bonus through the effective termination date of the termination, payable within fifteen (15as increased by any raises) days of the effective termination date, and thereafter the Company shall have no further obligations under this Agreement, including, but Executive not limited to, the obligation to pay You any portion of the Bonus under Section 2B, but You shall continue to be bound by Sections 128A, 138B and 8C, and 14 and all other post-termination obligations contained in this Agreement and provisions of this Agreement that specifically survive termination of this Agreement. B. Except as otherwise provided in subsection 5C, if applicable, if this Agreement terminates for any of the reasons set forth in subsections 4E or 4F of this Agreement, then the Company shall pay You a separation payment equal to twelve (12) months base salary in effect as of the date of termination (subject to increase pursuant to Section 3, including increases after the date of termination), payable over a period of twelve (12) months beginning on the first day of the month following the date of termination, in accordance with the Company’s normal payroll practices, any prorated Bonus payments (to the extent earned by You prior to the date of Your termination) payable in accordance with the Company’s Annual Bonus Incentive Plan. If this Agreement terminates for the reason set forth in accordance with sub-sections E of Section 8 subsection 4B of this Agreement or is terminated by Company pursuant to subsection D reason of Section 8 of this Agreement then Company shall pay Executive his Base Salary at an injury which occurs in the then current rate and any accrued bonus through the effective termination date, payable within fifteen (15) days course of the termination date and performance of Your duties for the Company, then the Company shall pay Executive You a separation payment equal to twelve (12) months base salary in effect as of the date of termination, less the monthly amount that you are entitled to receive under any and all long-term and short-term disability insurance policies, payable over a period of one yeartwelve (12) months beginning on the first day of the month following the date of termination, in accordance with the Company’s Base Salary at the then current rate normal payroll practices. C. If, within twelve (the “Separation Payment”). The Separation Payment shall be paid in three installments as follows12) months following a Change of Control: 1. One-Third of the Separation Payment shall be payable upon Company or the later of (a) fifteen (15) days after successor entity to the termination date or (b) Company terminates Your employment in the day after the expiration date of Executive’s legally required right, if any, to revoke his signature or agreement in connection with the Separation and Release Agreement manner described in Section 9(C) below;subsection 4F of this Agreement; or 2. One-Third You terminate your employment pursuant to subsection 4E of the Separation Payment this Agreement, then (i) You shall be payable on the six (6) month anniversary of the termination date; and 3. One-Third of the Separation Payment shall be payable on the receive a separation payment equal to twelve (12) month anniversary months Base Salary in effect as of the termination date. The post-termination obligations under this Section 9(BDate of Termination, payable over a period of twelve (12) shall be binding upon months beginning on the Company regardless first day of the Executive’s subsequent employment with any other personmonth following the date of termination, firm, partnership, association, business organization, corporation or other entity which is not affiliated in accordance with the Company’s normal payroll practices; (ii) the Company shall maintain in full force and effect and pay all related expenses for the continued benefit of You and Your dependants until the earlier of twelve (12) months following Your termination, or the date You accept other employment and obtain, the equivalent of all life, disability, accident, health insurance and other employee benefit plans, programs, benefits or arrangements in which You were entitled to participate immediately prior to such date provided that Your continued participation is possible under the general terms and provisions of such plans and programs. No deduction for any expenses related to the benefits described in this section shall be made from Your Base Salary during the period after termination for which You are eligible for such benefits. In the event that Your participation in any such plan or program is barred, the Company shall arrange to provide You with benefits substantially similar to those which You were entitled to receive under such plans and programs immediately prior to Your termination, provided that any reduction of benefits which constituted a basis for Your termination of employment for Good Reason shall not be taken into account for purposes of determining Your continued benefits under this subsection; (iii) You shall receive the cash bonus amount earned by You as though You and the Company met the performance objectives required by the Board of Directors for payment of such bonus amount for the remainder of the plan year in which the Change of Control occurs. C. In consideration ofD. As of the Effective Date, you hold options to purchase 1,000,000 shares of the Company’s common stock all of which were issued outside the Company’s Stock Incentive Plan and as a condition are fully vested and exercisable (Non-Plan Options). Notwithstanding anything herein to the contrary or without respect to the nature of termination, the Non-Plan Options have no expiration date, in accordance with their terms. E. The Company’s obligation to pay make the Separation Payment, Executive shallseparation payments as set forth herein shall be conditioned upon Your: 1. Execute Execution of a Separation and Release Agreement in a form prepared by and acceptable to the Company whereby Executive releases You release the Company from any and all liability and settles claims of any kind; and 2. Comply Compliance with the restrictive covenants (Sections 12 8A, 8B and 13 of this Agreement), 8C) and all other post-termination obligations contained in this Agreement and Agreement. The Company’s obligation to make the provisions separation payments set forth in this Section 5 shall terminate immediately upon any breach by You of this Agreement that specifically survive any post-termination of this Agreementobligations to which You are subject.

Post Termination Payment Obligations. A. If this Agreement terminates for any of the reasons stated in sub-sections A, B or C of Section 8 of this Agreement or is terminated by Executive pursuant to subsection D E of Section 8 of this Agreement, then the Executive shall be entitled to receive his Base Salary at the then current rate and any accrued bonus through the effective date of the termination, payable within fifteen (15) days of the effective termination date, and thereafter the Company shall have no further obligations under this Agreement, but Executive shall continue to be bound by Sections 12, 13, and 14 and all other post-termination obligations contained in this Agreement and provisions of this Agreement that specifically survive termination of this Agreement. B. If this Agreement terminates in accordance with sub-sections E of Section 8 of this Agreement by the Company or is terminated by Company Executive pursuant to subsection D of Section 8 of this Agreement Agreement, then Company shall pay Executive his Base Salary at the then current rate and any accrued bonus through the effective termination date, payable within fifteen (15) days of the termination date and the Company shall pay Executive a separation payment in the amount of one year’s twelve (12) months Base Salary at the then current rate (the “Separation Payment”)) and thereafter the Company shall have no further obligations under this Agreement, but Executive shall continue to be bound by Sections 12, 13, and 14 and all other post-termination obligations contained in this Agreement and provisions of this Agreement that specifically survive termination of this Agreement. The Separation Payment shall be paid in three installments as follows: 1. One-Third of the Separation Payment shall be payable upon the later of (a) fifteen (15) days after the termination date or (b) the day after the expiration date of Executive’s legally required right, if any, to revoke his signature or agreement in connection with the Separation and Release Agreement described in Section 9(C) below; 2. One-Third of the Separation Payment shall be payable on the six (6) month anniversary of the termination date; and 3. One-Third of the Separation Payment shall be payable on the twelve (12) month anniversary of the termination date. The post-termination obligations under this Section 9(B) shall be binding upon the Company regardless of the Executive’s subsequent employment with any other person, firm, partnership, association, business organization, corporation or other entity which is not affiliated with the Company. C. In consideration of, and as a condition to the Company’s obligation to pay the Separation Payment, Executive shall: 1. Execute a Separation and Release Agreement in a form prepared by and acceptable to the Company whereby Executive releases the Company from any and all liability and settles claims of any kind; and 2. Comply with the restrictive covenants (Sections 12 and 13 of this Agreement), all other post-termination obligations contained in this Agreement and the provisions of this Agreement that specifically survive termination of this Agreement.

Post Termination Payment Obligations. A. If this Agreement terminates for any of the reasons stated in sub-sections subsections A, B or C of Section 8 of this Agreement or is terminated by Executive pursuant to subsection D of Section 8 of this Agreement, then the Executive shall be entitled to receive his Base Salary at the then current rate and any accrued bonus through the effective date of the termination, payable within fifteen (15) days of the effective termination date, and thereafter the Company shall have no further obligations under this Agreement, but Executive shall continue to be bound by Sections 12, 13, and 14 and all other post-termination obligations contained in this Agreement and provisions of this Agreement that specifically survive termination of this Agreement. B. If this Agreement terminates in accordance with sub-sections E or F of Section 8 of this Agreement or is terminated by the Company pursuant to subsection D of Section 8 of this Agreement then the Company shall pay Executive his Base Salary at the then current rate and any accrued bonus through the effective termination date, payable within fifteen (15) days of the termination date and the Company shall pay Executive a separation payment in the amount of one year’s Base Salary at the then current rate (the “Separation Payment”). The Separation Payment shall be paid in three installments as follows: 1. (i) One-Third of the Separation Payment shall be payable upon the later of (a) fifteen (15) days after the termination date or (b) the day after the expiration date of Executive’s legally required right, if any, to revoke his signature or agreement in connection with the Separation and Release Agreement described in Section 9(C) below; 2. (ii) One-Third of the Separation Payment shall be payable on the six (6) month anniversary of the termination date; and 3. (iii) One-Third of the Separation Payment shall be payable on the twelve (12) month anniversary of the termination date. The post-termination obligations under this Section 9(B) shall be binding upon the Company regardless of the Executive’s subsequent employment with any other person, firm, partnership, association, business organization, corporation or other entity which is not affiliated with the Company. C. In consideration of, and as a condition to the Company’s obligation to pay the Separation Payment, Executive shall: 1. (i) Execute a Separation and Release Agreement in a form prepared by and acceptable to the Company whereby Executive releases the Company from any and all liability and settles claims of any kind; and 2. (ii) Comply with the restrictive covenants (Sections 12 13 and 13 14 of this Agreement), all other post-termination obligations contained in this Agreement and the provisions of this Agreement that specifically survive termination of this Agreement.

Post Termination Payment Obligations. A. (a) If this Agreement the Company terminates for any of the reasons stated in sub-sections AYour employment Without Cause, B or C of Section 8 of this Agreement or is terminated by Executive pursuant to subsection D of Section 8 of this Agreementas defined above, then the Executive shall be entitled to receive his Base Salary at the then current rate and any Company shall: (i) Pay You all accrued bonus but unpaid wages through the effective date of the termination, payable within fifteen (15) days of the effective termination date, and thereafter the Company shall have no further obligations under this Agreement, but Executive shall continue to be bound by Sections 12, 13based on Your then current base salary, and 14 (ii) after Your separation from service (as defined by Section 409A of the Internal Revenue Code (the "Code") and all other post-termination obligations contained in this Agreement and provisions applicable regulations): (1) pay You a lump sum payment equal to (a) twelve (12) months of this Agreement that specifically survive termination of this Agreement. B. If this Agreement terminates in accordance with sub-sections E of Section 8 of this Agreement or is terminated by Company pursuant to subsection D of Section 8 of this Agreement then Company shall pay Executive his Base Salary at the Your then current rate base salary, plus (b) one and any accrued bonus through the effective termination date, payable within fifteen one half (151.5) days of the termination date and the Company shall pay Executive a separation payment in the amount of one year’s Base Salary at the times Your then current rate annual target incentive bonus under the Company's Officers Incentive Program (subclauses (a) and (b) together the “"Separation Payment”"). The Separation Payment shall be paid in three installments as follows: 1. One-Third within sixty (60) days of the Separation Payment shall be payable upon the later date of (a) fifteen (15) days after the termination date or Your termination, provided You have complied with all conditions set forth in subsection (b) the day after the expiration date below; (2) for a period of Executive’s legally required right, if any, to revoke his signature or agreement in connection with the Separation and Release Agreement described in Section 9(C) below; 2. One-Third of the Separation Payment shall be payable on the six (6) month anniversary of the termination date; and 3. One-Third of the Separation Payment shall be payable on the twelve (12) months, reimburse Your COBRA premium under the Company's major medical group health plan on a monthly basis, up to a maximum equal to the amount the Company contributed for You on a monthly basis prior to the termination date (the "COBRA Reimbursement"), and (3) make payments to You of One Thousand Three Hundred Dollars ($1,300.00) on the first business day of each month anniversary for a period of twelve (12) months, beginning on the first such date that is at least eight (8) days after You sign the Separation & Release Agreement as set forth in subsection (b) below (the "Additional Payments"). The Separation Payment, COBRA Reimbursement, and Additional Payments (collectively, the "Separation Benefits") shall be subject to all applicable withholdings, and shall constitute full satisfaction of the termination date. The post-termination Company's obligations under this Agreement. Except as set forth in this Section 9(B3, the Company shall have no other obligations to You, including under any provision of this Agreement, Company policy, or otherwise. (b) The Company's obligation to provide the Separation Benefits shall be binding conditioned upon the Company regardless Your: (a) within sixty (60) days of the Executive’s subsequent employment with any other persondate of Your termination, firm, partnership, association, business organization, corporation or other entity which is not affiliated with the Company. C. In consideration of, execution and as a condition to the Company’s obligation to pay the non-revocation of an effective Separation Payment, Executive shall: 1. Execute a Separation and & Release Agreement in a form prepared by and acceptable to the Company whereby Executive releases Company, which includes, but is not limited to, (i) Your release of the Company from any and all liability and settles claims of any kind; and 2. Comply , and (ii) covenants prohibiting and/or restricting Your (w) use and disclosure of the Company's confidential information and trade secrets, (x) soliciting the Company's customers and prospective customers, (y) recruiting the Company's employees, and (z) competing with the restrictive covenants Company; and (Sections 12 and 13 of this Agreement), b) compliance with all other post-termination obligations contained in this to which You are subject. If You do not execute an effective Separation & Release Agreement and as set forth above, then the provisions Company shall have no obligation to provide the Separation Benefits to You. The Company's obligation to provide the Separation Benefits set forth above shall terminate immediately upon any breach by You of this Agreement that specifically survive any post-termination obligations to which You are subject. (c) Notwithstanding any other provision of this Agreement, to the extent that any of the Separation Benefits constitutes deferred compensation subject to Code Section 409A and not exempted therefrom, such amount shall be delayed and not paid until the first business day following the date which is six (6) months after Your separation from service if Your separation from service occurs during a period in which You are a "specified employee" (within the meaning of Code Section 409A) of the Company.

Post Termination Payment Obligations. A. (a) If this Agreement Your employment terminates for any of the reasons stated set forth in sub-sections Asection 4(c) below, B or C of Section 8 of this Agreement or is terminated by Executive pursuant then the Company shall pay You all accrued but unpaid wages, based on Your then current Base Salary, through the termination date. The Company shall have no other obligations to subsection D of Section 8 You, including under any provision of this Agreement, then the Executive shall be entitled to receive his Base Salary at the then current rate and any accrued bonus through the effective date of the terminationCompany policy, payable within fifteen (15) days of the effective termination dateor otherwise; provided, and thereafter the Company shall have no further obligations under this Agreementhowever, but Executive You shall continue to be bound by Sections 12, 13(a) the restrictive covenants set forth in Section 5 below, and 14 and (b) all other post-termination obligations contained to which You are subject. (b) If Your employment terminates for any of the reasons set forth in sub-sections 4(a), 4(b), 4(d) or 4(e) below, or within sixty (60) days before or three hundred sixty- five (365) days after a Change in Control, then the Company will pay You all accrued but unpaid Base Salary through the termination date. In addition, upon Your “separation from service” (within the meaning of Internal Revenue Code (“Code”) § 409A(a)(2)(A)(i)), the Company shall: (i) pay You (or Your estate if applicable), within thirty (30) days of Your termination date, a lump sum payment equal to two-thirds (2/3) of Your then current annual Base Salary; (ii) reimburse Your and Your eligible dependents’ COBRA premiums under the Company’s major 1 Unless otherwise indicated, all capitalized terms used in this Agreement are defined in the “Definitions” section of Exhibit A. Exhibit A is incorporated by reference and provisions is included in the definition of this Agreement “Agreement.” medical group health plan on a monthly basis for a period of eight (8) months; and (iii) notwithstanding anything to the contrary in any applicable documents evidencing a grant of an award under the Lodgian, Inc. 2002 Stock Incentive Plan or any similar plan, accelerate the vesting of any such awards granted to You by the Company (the “Award(s)”) so that specifically survive termination any such Award(s) comprised of options to purchase Company stock shall be immediately exercisable in full, or so that all vesting restrictions upon any such Award(s) comprised of restricted stock shall lapse (collectively, the payments and benefits set forth in the preceding sub-clauses (i) – (iii) to be referred to as the “Separation Benefits”). The Company shall have no other obligations to You, including under this Agreement. B. If this Agreement terminates in accordance with sub-sections E of Section 8 of this Agreement , any Company policy, or is terminated by Company pursuant to subsection D of Section 8 of this Agreement then Company otherwise. The Separation Benefits shall pay Executive his Base Salary at the then current rate and any accrued bonus through the effective termination date, payable within fifteen (15) days constitute full satisfaction of the termination date and Company’s obligations under this Agreement, any Company policy, or otherwise. The Company’s obligation to provide the Company Separation Benefits shall pay Executive a separation payment in be conditioned upon Your satisfaction of the amount of one year’s Base Salary at the then current rate following conditions (the “Separation PaymentBenefits Conditions”). The Separation Payment shall be paid in three installments as follows:): 1. One(i) Execution and non-Third revocation of the Separation Payment shall be payable upon the later of (a) fifteen (15) days after the termination date or (b) the day after the expiration date of Executive’s legally required right, if any, to revoke his signature or agreement in connection with the Separation and Release Agreement described in Section 9(C) below; 2. One-Third of the Separation Payment shall be payable on the six (6) month anniversary of the termination date; and 3. One-Third of the Separation Payment shall be payable on the twelve (12) month anniversary of the termination date. The post-termination obligations under this Section 9(B) shall be binding upon the Company regardless of the Executive’s subsequent employment with any other person, firm, partnership, association, business organization, corporation or other entity which is not affiliated with the Company. C. In consideration of, and as a condition to the Company’s obligation to pay the Separation Payment, Executive shall: 1. Execute a Separation and & Release Agreement in a form prepared by and acceptable to the Company whereby Executive releases Company, which includes, but is not limited to, Your releasing the Company from any and all liability and settles claims of any kind; and 2. Comply (ii) Your compliance with (a) the restrictive covenants set forth in Section 5 below, and (Sections 12 and 13 of this Agreement), b) all other post-termination obligations contained in to which You are subject. If You do not execute an effective Separation & Release Agreement as set forth above, the Company shall have no obligation to provide the Separation Benefits to You under this Agreement and sub-section. The Company’s obligation to provide the provisions Separation Benefits set forth above shall terminate immediately upon any breach by You of this Agreement that specifically survive any post-termination of this Agreementobligations to which You are subject.

Post Termination Payment Obligations. A. If this Agreement terminates for any of the reasons stated in sub-sections AB, B C, or C D of Section 8 3 of this Agreement or is terminated by Executive pursuant to subsection D of and Section 8 of this Agreement4C below does not apply, then the Executive You shall be entitled to receive his Your Base Salary at the then current rate and any accrued bonus through the effective termination date of the termination, payable within fifteen (15) days of the effective termination date, and thereafter the Company shall have no further obligations under this Agreement, but Executive You shall continue to be bound by Sections 12, 13, and 14 and all other post-termination obligations to which You are subject, including, but not limited to, the obligations contained in this Agreement and provisions of this Agreement that specifically survive termination of this Agreement. B. If this Agreement terminates for the reason stated in accordance with sub-sections E section A of Section 8 3, then (i) the Company shall continue to pay to your heirs an amount equal to Your Base Salary in effect as of the date of termination through the end of the Term (the "Separation Payment"), payable as and when payments would have been made to you under Section 2A above, (ii) the Company shall reimburse Your eligible dependents' COBRA premiums under the Company's major medical group health plan on a monthly basis through the earlier of (x) the expiration of eighteen (18) months following Your death or (y) the end of the Term (the "COBRA Period") and (iii) if the COBRA Period ends before the end of the Term, then the Company shall procure individual medical and dental insurance policies for Your dependents on substantially similar terms as the coverage provided by the Company as of the date of your death under the Company's group health and dental insurance plan(s) for the balance of the Term following the expiration of the COBRA Period. The payments set forth in the preceding sub-clauses (i) and (ii) shall constitute full satisfaction of the Company's obligations under this Agreement. C. Upon a Change in Control prior to expiration of the Term, at its option and in its sole discretion, the Company may pay You a lump sum payment equal to the amount of Base Salary You would have received through the end of the Term, which shall fully satisfy the Company's obligations pursuant to Section 2A above. Such lump sum payment shall not discharge any of the Company's other obligations to You hereunder unless, after a Change in Control, You elect to terminate this Agreement prior to the end of the Term, upon which the Company shall reimburse You and Your eligible dependents' COBRA premiums under the Company's major medical group health plan on a monthly basis through the earlier of (x) the expiration of eighteen (18) months following termination of this Agreement or is terminated (y) the end of the Term (the "COBRA Period") and if the COBRA Period ends before the end of the Term, then the Company shall procure individual medical and dental insurance policies for You and Your dependents on substantially similar terms as the coverage provided by the Company pursuant to subsection D as of Section 8 the date of termination of this Agreement then under the Company's group health and dental insurance plan(s) for the balance of the Term following the expiration of the COBRA Period. Should the Company elect not to make a lump sum payment on a Change of Control, You shall pay Executive his continue to receive the Base Salary at the then current rate and any accrued bonus benefits described herein through the effective termination date, payable within fifteen (15) days end of the termination date and the Company shall pay Executive a separation payment in the amount of one year’s Base Salary at the then current rate (the “Separation Payment”). The Separation Payment shall be paid in three installments as follows:Term. 1. One-Third D. If this Agreement terminates prior to expiration of the Separation Payment shall be payable upon the later of (a) fifteen (15) days after the termination date or (b) the day after the expiration date of Executive’s legally required right, if any, to revoke his signature or agreement in connection with the Separation and Release Agreement Term for any reason other than as described in Section 9(C) below; 2. One-Third of the Separation Payment shall be payable on the six (6) month anniversary of the termination date; and 3. One-Third of the Separation Payment shall be payable on the twelve (12) month anniversary of the termination date. The post-termination obligations under this Section 9(B) shall be binding upon the Company regardless of the Executive’s subsequent employment with 4A above, then Your right to any other person, firm, partnership, association, business organization, corporation separation payments or other entity which compensation or remuneration hereunder is not affiliated with the Company. C. In consideration of, and as a condition to the Company’s conditioned upon any obligation to pay the Separation Payment, Executive shall: 1. Execute a Separation and Release Agreement in a form prepared by and acceptable to the Company whereby Executive releases the Company from mitigate any and all liability and settles claims loss of any kind; and 2. Comply with the restrictive covenants (Sections 12 and 13 of this Agreement), all other post-termination obligations contained in this Agreement and the provisions of this Agreement that specifically survive termination of this Agreementincome.

Post Termination Payment Obligations. A. If this Agreement terminates the Term and Executive’s employment is terminated for any of the reasons stated in sub-sections A, B or C of Section 8 7 of this Agreement or is terminated by Executive pursuant to subsection sub-section D of Section 8 7 of this Agreement, then the Executive shall be entitled to receive his Base Salary at the then current rate and any accrued bonus through the effective date of the termination, payable within fifteen (15) days of the effective termination date, and thereafter the Company shall have no further payment obligations under this Agreement, but Executive shall continue to be bound by Sections 11, 12, 13and 13 and all other post-termination obligations contained in this Agreement and provisions of this Agreement that specifically survive termination of the Term. If the Term and Executive’s employment is terminated by the Company pursuant to subsection D of Section 7 of this Agreement or is terminated by Executive pursuant to subsection E of Section 7 of this Agreement, then Company shall pay Executive (i) his Base Salary at the then current rate and any accrued bonus through the effective date of the termination, payable within fifteen (15) days of the termination date and (ii) a separation payment in the amount of his Base Salary at the then current rate for twelve (12) months (the “Separation Payment”). Subject to Executive’s compliance with Section 8(C) hereof, the Separation Payment shall be paid in three installments as follows: One-Third of the Separation Payment shall be payable on the four (4) month anniversary of the effective date of the termination; One-Third of the Separation Payment shall be payable on the six (6) month anniversary of the effective date of the termination; and One-Third of the Separation Payment shall be payable on the twelve (12) month anniversary of the effective date of the termination. Thereafter, the Company shall have no further payment obligations under this Agreement, but Executive shall continue to be bound by Sections 11, 12, and 14 13 and all other post-termination obligations contained in this Agreement and provisions of this Agreement that specifically survive termination of this Agreement. B. If this Agreement terminates in accordance with sub-sections E of Section 8 of this Agreement or is terminated by Company pursuant to subsection D of Section 8 of this Agreement then Company shall pay Executive his Base Salary at the then current rate and any accrued bonus through the effective termination date, payable within fifteen (15) days of the termination date and the Company shall pay Executive a separation payment in the amount of one year’s Base Salary at the then current rate (the “Separation Payment”). The Separation Payment shall be paid in three installments as follows: 1. One-Third of the Separation Payment shall be payable upon the later of (a) fifteen (15) days after the termination date or (b) the day after the expiration date of Executive’s legally required right, if any, to revoke his signature or agreement in connection with the Separation and Release Agreement described in Section 9(C) below; 2. One-Third of the Separation Payment shall be payable on the six (6) month anniversary of the termination date; and 3. One-Third of the Separation Payment shall be payable on the twelve (12) month anniversary of the termination date. The post-termination obligations under this Section 9(B) sub-section B shall be binding upon the Company regardless of the Executive’s subsequent employment with any other person, firm, partnership, association, business organization, corporation or other entity which is not affiliated with the Company. C. In consideration of, and as . As a condition to the Company’s obligation to pay the Separation Payment, Executive shall: 1. Execute : Within 60 days following Executive’s termination of employment, execute (and not revoke) a Separation and Release Agreement in a form prepared by and acceptable to the Company whereby Executive releases the Company and its affiliates and their respective officers, directors and employees from any and all liability and settles all claims of any kind. If a bona fide dispute exists, then Executive shall deliver a written notice of the nature of the dispute to the Company within 30 days following receipt of the Separation and Release Agreement. Benefits shall be deemed forfeited if the release (or a written notice of a bona fide dispute) is not executed and delivered to the Company within the time specified herein; and 2. and Comply with the restrictive covenants (Sections 11 and 12 of this Agreement) and all other post-termination obligations contained in this Agreement. The parties agree that regardless of whether Executive complies with the provisions of Section 8(C)(1) and whether the Company pays Executive the Separation Payment, Executive shall continue to be bound by Sections 11, 12 and 13 of this Agreement), and all other post-termination obligations contained in this Agreement and the provisions of this Agreement that specifically survive termination of this Agreementthe Term and Executive’s employment.

Post Termination Payment Obligations. A. (A) If this Agreement terminates for any of the reasons stated in sub-sub- sections A, B B, or C of Section 8 of this Agreement or is terminated by Executive pursuant to subsection D of Section 8 of this Agreement, then the Executive shall be entitled to receive his her Base Salary at the then current rate and any accrued bonus through the effective date of the terminationtermination date, payable within fifteen (15) days of the effective termination date, and thereafter the Company shall have no further obligations under this Agreement, but Executive shall continue to be bound by Sections 12, 12 and 13, and 14 and all other post-termination obligations contained in this Agreement and provisions of this Agreement that specifically survive termination of this Agreement. B. (B) If this Agreement terminates for any of the reasons stated in accordance with sub-sub- sections E C, E, F or G, of Section 8 of this Agreement or is terminated by Company pursuant to subsection D of Section 8 of this Agreement Agreement, then Company shall pay Executive his Base Salary a separation payment equal to twelve (12) months' base salary at the then current rate rate, and any plus accrued bonus through as of the effective date of termination datepayable (i) in the event this Agreement terminates for the reasons set forth in sub- sections E or G of Section 8 above, payable in a single-lump sum payment within fifteen (15) days of termination of employment; or (ii) in the event this Agreement terminates for the reasons set forth in subsections C or F of Section 8 above, in twelve equal monthly installments in accordance with the Company's regular payroll practices. In addition, for a period of twelve months following the termination date and of this Agreement for any of the reasons stated in sub-sections C, E, F or G of Section 8, the Company shall pay shall, reimburse Executive a separation payment in the amount of one year’s Base Salary at monthly premiums paid by Executive for health, dental and life insurance coverage; provided however, that the then current rate (amount that the “Separation Payment”). The Separation Payment shall be paid in three installments as follows: 1. One-Third of Company is obligated to reimburse each month is limited to the Separation Payment shall be payable upon monthly premium payments necessary to provide Executive with coverage reasonably comparable to the later of (a) fifteen (15) days after health, dental and life insurance coverage provided to Executive pursuant to the termination date or (b) the day after the expiration date of Executive’s legally required right, if any, to revoke his signature or agreement in connection with the Separation and Release Agreement described in Section 9(C) below; 2. One-Third of the Separation Payment shall be payable on the six (6) month anniversary of the termination date; and 3. One-Third of the Separation Payment shall be payable on the twelve (12) month anniversary of the termination dateCompany's benefit plans. The post-termination obligations under this Section 9(B) shall be binding upon the Company regardless of the Executive’s 's subsequent employment with any other person, firm, partnership, association, business organization, corporation or other entity which is not affiliated with the Company. C. In consideration of, and as a condition to the (C) The Company’s 's obligation to pay the Separation Payment, Executive shallmake any separation payments shall be conditioned upon Executive's: 1. Execute Execution of a Separation and Release Agreement in a form prepared by and acceptable to the Company whereby Executive releases the Company from any and all liability and settles claims of any kind; and 2. Comply Compliance with the restrictive covenants (Sections 12 and 13 of this Agreement), 13) and all other post-termination obligations contained in this Agreement and the provisions of this Agreement that specifically survive termination of this Agreement.

Post Termination Payment Obligations. A. If this Agreement terminates for any of the reasons stated set forth in sub-sections A4A, B 4B, 4C (except under the circumstances described in Section 5D below), 4D or C of Section 8 of this Agreement or is terminated by Executive pursuant to subsection D of Section 8 4E of this Agreement, then the Executive You shall be entitled to receive his Your Base Salary at through the then current rate termination date and any accrued bonus through the effective date of the termination, payable within fifteen (15) days of the effective termination date, Bonus amounts you would be entitled to under Section 2B and thereafter the Company shall have no further obligations under this Agreement, but Executive You shall continue to be bound by Sections 127A, 137B and 7C, and 14 and all other post-termination obligations contained in this Agreement and provisions of this Agreement that specifically survive termination of this Agreement. B. If, within ninety (90) days following a Change of Control, this Agreement terminates for the reasons set forth in sub-sections 4F or 4G of this Agreement, then the Company shall pay You a separation payment equal to twelve (12) months Base Salary in effect as of the date of termination, payable over a period of twelve (12) months in accordance with the Company's normal payroll practices (or at the election of the Company, payable as a lump sum payment), and any prorated Bonus payments (to the extent earned by You prior to Your termination date). However, notwithstanding the forgoing, if the aggregate amounts payable to You pursuant to this Section 5B, together with any other payments made to You or on Your behalf by the Company as a result of such Change of Control, would cause You to receive aggregate "parachute payments" (as defined in Section 280G(b)(2)(A) of the Internal Revenue Code of 1986, as amended (the "Code")) exceeding three (3) times Your "base amount" (as defined in Section 280G(b)(3) of the Code), then the aggregate amounts payable to You pursuant to this Section 5B shall be reduced until Your aggregate "parachute payments" do not exceed three (3) times Your "base amount." C. If this Agreement terminates for the reasons set forth in accordance with sub-sections E of Section 8 4F or 4G of this Agreement or is terminated by Company pursuant to subsection D of (other than under the circumstances described in Section 8 of this Agreement 5B), then Company shall pay Executive his Base Salary at the then current rate and any accrued bonus through the effective termination date, payable within fifteen (15) days of the termination date and the Company shall pay Executive You a separation payment equal to Your Base Salary in effect as of the date of termination for twelve (12) months, payable over a period of twelve (12) months in accordance with the Company's normal payroll practices (or at the election of the Company, payable as a lump sum payment), and any prorated Bonus payments (to the extent earned by You prior to Your termination date). D. If this Agreement terminates for the reason set forth in sub-section 4C of this Agreement by reason of an injury which occurs in the course of the performance of Your duties for the Company, then the Company shall pay You a separation payment equal to three (3) months base salary in effect as of the date of termination, less the monthly amount that you are entitled to receive under any and all long-term and short-term disability insurance policies, payable over a period of three (3) months in accordance with the Company's normal payroll practices (or at the election of the Company, payable as a lump sum payment). E. The Company's obligations under sub-section 5C shall be reduced by the aggregate amount of one year’s Base Salary at any compensation, equity, fees or other consideration received by You in connection with any services performed by You for any person or entity after the then current rate (date of termination, regardless that such services were rendered by You as a partner, shareholder, consultant, employee or in any other manner whatsoever. F. In the “Separation Payment”)event that the term of this Agreement expires or this Agreement terminates prior to expiration of the Employment Period, the separation payments set forth in this Section 5 and the compensation received during any notice periods shall constitute full satisfaction of the Company's obligations under this Agreement. The Separation Payment Company's obligation to make the separation payments contemplated in Sections 5A through 5D shall be paid in three installments as followsconditioned upon Your: 1. One-Third Execution of the Separation Payment shall be payable upon the later of (a) fifteen (15) days after the termination date or (b) the day after the expiration date of Executive’s legally required right, if any, to revoke his signature or agreement in connection with the Separation and Release Agreement described in Section 9(C) below; 2. One-Third of the Separation Payment shall be payable on the six (6) month anniversary of the termination date; and 3. One-Third of the Separation Payment shall be payable on the twelve (12) month anniversary of the termination date. The post-termination obligations under this Section 9(B) shall be binding upon the Company regardless of the Executive’s subsequent employment with any other person, firm, partnership, association, business organization, corporation or other entity which is not affiliated with the Company. C. In consideration of, and as a condition to the Company’s obligation to pay the Separation Payment, Executive shall: 1. Execute a Separation and Release Agreement in a form prepared by and acceptable to the Company whereby Executive releases You release the Company from any and all liability and settles claims of any kind; and 2. Comply Compliance with the restrictive covenants (Sections 12 7A, 7B and 13 of this Agreement), 7C) and all other post-termination obligations contained in this Agreement and Agreement. The Company's obligation to make the provisions separation payments set forth in this Section 5 shall terminate immediately upon any breach by You of this Agreement that specifically survive any post-termination of this Agreementobligations to which You are subject.

Post Termination Payment Obligations. A. If this Agreement terminates the Term and Executive’s employment is terminated for any of the reasons stated in sub-sections A, B or C of Section 8 of this Agreement or is terminated by Executive pursuant to subsection D sub-section E of Section 8 of this Agreement, then the Executive shall be entitled to receive his Base Salary at the then current rate and any accrued bonus through the effective date of the termination, payable within fifteen (15) days of the effective termination date, and thereafter the Company shall have no further obligations under this AgreementAgreement except as set forth in Section 14(C), but Executive shall continue to be bound by Sections 1210, 13, 14 and 14 15 and all other post-termination obligations contained in this Agreement and provisions of this Agreement that specifically survive termination of this AgreementExecutive’s employment. B. If this Agreement terminates the Term and Executive’s employment is terminated in accordance with sub-sections E section F of Section 8 of this Agreement or is terminated by the Company pursuant to subsection sub-section D of Section 8 of this Agreement then (i) the Company shall pay Executive his Base Salary at the then current rate and any accrued bonus through the effective termination date, payable within fifteen (15) days of the termination date date, (ii) all of the outstanding unvested stock incentive awards granted pursuant to sub-sections A and B of Section 5 of this Agreement shall immediately vest upon such a termination of employment and (iii) the Company shall pay Executive a separation payment in the amount of one year’s (18 months, if such termination of employment occurs during the one-year period immediately following a Covered Transaction (as defined in the Equity Plan) Base Salary at the then current rate (the “Separation Payment”). The Separation Payment (whether or not in connection with a Covered Transaction) shall be paid in three installments as follows: 1. One-Third of the Separation Payment shall be payable upon the later of (ai) fifteen (15) days after the termination date or (b) the day after the expiration date of Executive’s legally required right, if any, to revoke his signature or agreement in connection with the Separation and Release Agreement described in Section 9(C) below; 2. One-Third of the Separation Payment shall be payable on the six fifty-fifth (655th) month anniversary of day after the termination date; and; 3. (ii) One-Third of the Separation Payment shall be payable on the twelve 6-month anniversary of the termination date; and (iii) One-Third of the Separation Payment shall be payable on the 12) -month anniversary of the termination date. The post-termination obligations under this Section 9(B) shall be binding upon the Company regardless of the Executive’s subsequent employment with any other person, firm, partnership, association, business organization, corporation or other entity which is not affiliated with the Company. C. In consideration of, and as a condition to the Company’s obligation to pay the Separation Payment, Executive shall: 1. (i) Execute and deliver a Separation and Release Agreement in a form prepared by and acceptable to the Company (which will be substantially in the form attached hereto as Exhibit A) within fifty-five (55) days following the termination date (including the expiration of any revocation period required by law), whereby Executive releases the Company from any and all liability and settles claims of any kind. Benefits under this Agreement shall be deemed forfeited if the release is not executed and delivered to the Company within the time period specified or if the release is revoked; and 2. (ii) Comply with the restrictive covenants (Sections 12 13 and 13 14 of this Agreement), all other post-termination obligations contained in this Agreement and the provisions of this Agreement that specifically survive termination of this Agreement. D. Upon any termination of Executive’s employment with the Company for any reason, Executive shall promptly resign from any position as an officer, director or fiduciary of the Company or any Company affiliate or other Company-related entity.

Post Termination Payment Obligations. A. If this Agreement terminates for any of the reasons stated set forth in sub-sections Asubsections 4A, B 4B, 4D or C of Section 8 of this Agreement or is terminated by Executive pursuant to subsection D of Section 8 4E of this Agreement, then the Executive You shall be entitled to receive his Your Base Salary at the then current rate and any accrued bonus through the effective termination date of the termination, payable within fifteen (15) days of the effective termination date, and thereafter the Company shall have no further obligations under this Agreement, including, but Executive not limited to, the obligation to pay You any portion of the Bonus under Section 2B, but You shall continue to be bound by Sections 128A, 138B and 8C, and 14 and all other post-termination obligations contained in this Agreement and provisions of this Agreement that specifically survive termination of this Agreement. B. Except as otherwise provided in subsection 5C, if applicable, if this Agreement terminates for any of the reasons set forth in subsections 4F or 4G of this Agreement, then the Company shall pay You a separation payment equal to twelve (12) months base salary in effect as of the date of termination, payable over a period of twelve (12) months in accordance with the Company’s normal payroll practices, any prorated Bonus payments (to the extent earned by You prior to the date of Your termination). If this Agreement terminates for the reason set forth in accordance with sub-sections E of Section 8 subsection 4C of this Agreement or is terminated by Company pursuant to subsection D reason of Section 8 of this Agreement then Company shall pay Executive his Base Salary at an injury which occurs in the then current rate and any accrued bonus through the effective termination date, payable within fifteen (15) days course of the termination date and performance of Your duties for the Company, then the Company shall pay Executive You a separation payment equal to twelve (12) months base salary in effect as of the date of termination, less the monthly amount that you are entitled to receive under any and all long-term and short-term disability insurance policies, payable over a period of one yeartwelve (12) months in accordance with the Company’s Base Salary at the then current rate normal payroll practices. C. If, within twelve (the “Separation Payment”). The Separation Payment shall be paid in three installments as follows12) months following a Change of Control: 1. One-Third of the Separation Payment shall be payable upon Company or the later of (a) fifteen (15) days after successor entity to the termination date or (b) Company terminates Your employment in the day after the expiration date of Executive’s legally required right, if any, to revoke his signature or agreement in connection with the Separation and Release Agreement manner described in Section 9(C) below;subsection 4G of this Agreement; or 2. One-Third You terminate your employment pursuant to subsection 4F of the Separation Payment this Agreement; or (i) You shall be payable on the six (6) month anniversary of the termination date; and 3. One-Third of the Separation Payment shall be payable on the receive a separation payment equal to twelve (12) month anniversary months Base Salary in effect as of the Date of Termination, payable over a period of twelve (12) months in accordance with the Company’s normal payroll practices (or at the election of the Company, payable as a lump sum payment); (ii) the Company shall maintain in full force and effect and pay all related expenses for the continued benefit of You and Your dependants until the earlier of twelve (12) months following Your termination, or the date You accept other employment and obtain, the equivalent of all life, disability, accident, health insurance and other employee benefit plans, programs, benefits or arrangements in which You were entitled to participate immediately prior to such date provided that Your continued participation is possible under the general terms and provisions of such plans and programs. No deduction for any expenses related to the benefits described in this section shall be made from Your Base Salary during the period after termination datefor which You are eligible for such benefits. The post-In the event that Your participation in any such plan or program is barred, the Company shall arrange to provide You with benefits substantially similar to those which You were entitled to receive under such plans and programs immediately prior to Your termination, provided that any reduction of benefits which constituted a basis for Your termination of employment for Good Reason shall not be taken into account for purposes of determining Your continued benefits under this subsection; (iii) all options held by You shall remain exercisable for one (1) year following Your termination; and (iv) You shall receive the cash bonus amount earned by You as though You and the Company met the performance objectives required by the Board of Directors for payment of such bonus amount for the reminder of the plan year following the Change of Control. D. If the Company terminates Your employment in the manner described in subsection 4G of this Agreement, then vesting of the Option shall be accelerated so that the Option shall be immediately exercisable in full in accordance with the terms and conditions of the Stock Option Certificate. E. In the event that the term of this Agreement expires or this Agreement terminates prior to expiration of the Employment Period, the separation payments set forth in this Section 5 shall constitute full satisfaction of the Company’s obligations under this Section 9(B) shall be binding upon the Company regardless of the Executive’s subsequent employment with any other person, firm, partnership, association, business organization, corporation or other entity which is not affiliated with the Company. C. In consideration of, and as a condition to the Agreement. The Company’s obligation to pay make the Separation Payment, Executive shallseparation payments shall be conditioned upon Your: 1. Execute Execution of a Separation and Release Agreement in a form prepared by and acceptable to the Company whereby Executive releases You release the Company from any and all liability and settles claims of any kind; and 2. Comply Compliance with the restrictive covenants (Sections 12 8A, 8B and 13 of this Agreement), 8C) and all other post-termination obligations contained in this Agreement and Agreement. The Company’s obligation to make the provisions separation payments set forth in this Section 5 shall terminate immediately upon any breach by You of this Agreement that specifically survive any post-termination of this Agreementobligations to which You are subject.

Post Termination Payment Obligations. A. If this Agreement terminates for any of the reasons stated set forth in sub-sections A4A, B 4B, 4C (except under the circumstances described in Section 5D below), 4D or C of Section 8 of this Agreement or is terminated by Executive pursuant to subsection D of Section 8 4E of this Agreement, then the Executive You shall be entitled to receive his Your Base Salary at through the then current rate termination date and any accrued bonus through the effective date of the termination, payable within fifteen (15) days of the effective termination date, Bonus amounts you would be entitled to under Section 2B and thereafter the Company shall have no further obligations under this Agreement, but Executive You shall continue to be bound by Sections 127A, 137B and 7C, and 14 and all other post-termination obligations contained in this Agreement and provisions of this Agreement that specifically survive termination of this Agreement. B. If, within ninety (90) days following a Change of Control, this Agreement terminates for the reasons set forth in sub-sections 4F or 4G of this Agreement, then the Company shall pay You a separation payment equal to thirty-five (35) months Base Salary in effect as of the date of termination, payable over a period of twelve (12) months in accordance with the Company's normal payroll practices (or at the election of the Company, payable as a lump sum payment), and any prorated Bonus payments (to the extent earned by You prior to Your termination date). However, notwithstanding the forgoing, if the aggregate amounts payable to You pursuant to this Section 5B, together with any other payments made to You or on Your behalf by the Company as a result of such Change of Control, would cause You to receive aggregate "parachute payments" (as defined in Section 280G(b)(2)(A) of the Internal Revenue Code of 1986, as amended (the "Code")) exceeding three (3) times Your "base amount" (as defined in Section 280G(b)(3) of the Code), then the aggregate amounts payable to You pursuant to this Section 5B shall be reduced until Your aggregate "parachute payments" do not exceed three (3) times Your "base amount." C. If this Agreement terminates for the reasons set forth in accordance with sub-sections E of Section 8 4F or 4G of this Agreement or is terminated by Company pursuant to subsection D of (other than under the circumstances described in Section 8 of this Agreement 5B), then Company shall pay Executive his Base Salary at the then current rate and any accrued bonus through the effective termination date, payable within fifteen (15) days of the termination date and the Company shall pay Executive You a separation payment equal to Your Base Salary in effect as of the date of termination for the greater of (i) twelve (12) months or (ii) the remaining number of months of the Employment Period, assuming no further Renewal Terms, not to exceed twenty-four (24) months, payable over a period of twelve (12) months in accordance with the Company's normal payroll practices (or at the election of the Company, payable as a lump sum payment), and any prorated Bonus payments (to the extent earned by You prior to Your termination date). D. If this Agreement terminates for the reason set forth in sub-section 4C of this Agreement by reason of an injury which occurs in the course of the performance of Your duties for the Company, then the Company shall pay You a separation payment equal to twelve (12) months base salary in effect as of the date of termination, less the monthly amount that you are entitled to receive under any and all long-term and short-term disability insurance policies, payable over a period of twelve (12) months in accordance with the Company's normal payroll practices (or at the election of the Company, payable as a lump sum payment). E. The Company's obligations under sub-section 5C shall be reduced by the aggregate amount of one year’s Base Salary at any compensation, equity, fees or other consideration received by You in connection with any services performed by You for any person or entity after the then current rate (date of termination, regardless that such services were rendered by You as a partner, shareholder, consultant, employee or in any other manner whatsoever. F. In the “Separation Payment”)event that the term of this Agreement expires or this Agreement terminates prior to expiration of the Employment Period, the separation payments set forth in this Section 5 and the compensation received during the notice periods shall constitute full satisfaction of the Company's obligations under this Agreement. The Separation Payment Company's obligation to make the separation payments contemplated in Sections 5A through 5D shall be paid in three installments as followsconditioned upon Your: 1. One-Third Execution of the Separation Payment shall be payable upon the later of (a) fifteen (15) days after the termination date or (b) the day after the expiration date of Executive’s legally required right, if any, to revoke his signature or agreement in connection with the Separation and Release Agreement described in Section 9(C) below; 2. One-Third of the Separation Payment shall be payable on the six (6) month anniversary of the termination date; and 3. One-Third of the Separation Payment shall be payable on the twelve (12) month anniversary of the termination date. The post-termination obligations under this Section 9(B) shall be binding upon the Company regardless of the Executive’s subsequent employment with any other person, firm, partnership, association, business organization, corporation or other entity which is not affiliated with the Company. C. In consideration of, and as a condition to the Company’s obligation to pay the Separation Payment, Executive shall: 1. Execute a Separation and Release Agreement in a form prepared by and acceptable to the Company whereby Executive releases You release the Company from any and all liability and settles claims of any kind; and 2. Comply Compliance with the restrictive covenants (Sections 12 7A, 7B and 13 of this Agreement), 7C) and all other post-termination obligations contained in this Agreement and Agreement. The Company's obligation to make the provisions separation payments set forth in this Section 5 shall terminate immediately upon any breach by You of this Agreement that specifically survive any post-termination of this Agreementobligations to which You are subject.

Post Termination Payment Obligations. A. If this Agreement terminates the Term and Executive’s employment is terminated for any of the reasons stated in sub-sections A, B or C of Section 8 7 of this Agreement or is terminated by Executive pursuant to subsection sub-section D of Section 8 7 of this Agreement, then the Executive shall be entitled to receive (i) any annual bonus earned and not yet paid and (ii) his Base Salary at the then current rate and any accrued bonus through the effective date of the termination, payable within fifteen (15) days of the effective termination date, and thereafter the Company shall have no further payment obligations under this Agreement, but Executive shall continue to be bound by Sections 11, 12, 13, and 14 13 and all other post-termination obligations contained in this Agreement and provisions of this Agreement that specifically survive termination of this Agreementthe Term. B. If this Agreement terminates in accordance with sub-sections E of Section 8 of this Agreement or the Term and Executive’s employment is terminated by the Company pursuant to subsection sub-section D of Section 8 7 of this Agreement Agreement, then Company shall pay Executive (i) any annual bonus earned and not yet paid and (ii) his Base Salary at the then current rate and any accrued bonus through the effective termination datedate of the termination, payable within fifteen (15) days of the effective termination date and the Company shall pay Executive a separation payment in the amount of one year’s his Base Salary at the then current rate for twelve (12) months (the “Separation Payment”). The Subject to Executive’s compliance with Section 8(C) hereof, the Separation Payment shall be paid in three installments as follows: 1. One-Third of the Separation Payment shall be payable upon on the later four (4) month anniversary of (a) fifteen (15) days after the termination date or (b) the day after the expiration effective date of Executive’s legally required right, if any, to revoke his signature or agreement in connection with the Separation and Release Agreement described in Section 9(C) belowtermination; 2. One-Third of the Separation Payment shall be payable on the six (6) month anniversary of the termination dateeffective date of the termination; and 3. One-Third of the Separation Payment shall be payable on the twelve (12) month anniversary of the effective date of the termination. Thereafter, the Company shall have no further payment obligations under this Agreement, but Executive shall continue to be bound by Sections 11, 12, and 13 and all other post-termination dateobligations contained in this Agreement and provisions of this Agreement that specifically survive termination of this Agreement. The post-termination obligations under this Section 9(B) sub-section B shall be binding upon the Company regardless of the Executive’s subsequent employment with any other person, firm, partnership, association, business organization, corporation or other entity which is not affiliated with the Company. C. In consideration of, and as As a condition to the Company’s obligation to pay the Separation Payment, Executive shall: 1. Execute a Separation and Release Agreement in a form prepared by and acceptable to the Company whereby Executive releases the Company from any and all liability and settles claims of any kind; and 2. Comply with the restrictive covenants (Sections 11 and 12 and 13 of this Agreement), ; all other post-termination obligations contained in this Agreement and the provisions of this Agreement that specifically survive termination of this Agreement. The parties agree that regardless of whether Executive complies with the provisions of Section 8(C)(1) and whether the Company pays Executive the Separation Payment, Executive shall continue to be bound by Sections 11, 12 and 13 and all other post-termination obligations contained in this Agreement and provisions of this Agreement that specifically survive termination of the Term and Executive’s employment.

Post Termination Payment Obligations. A. If this Agreement the Company terminates Your employment Without Cause, or You resign for any of the reasons stated in sub-sections A, B or C of Section 8 of this Agreement or is terminated by Executive pursuant to subsection D of Section 8 of this AgreementGood Reason, then the Executive shall be entitled to receive his Base Salary at Company shall: Employee’s Initials (a) Pay You all accrued but unpaid wages through the date Your employment terminates (the “Termination Date”), based on Your then current rate and any accrued bonus through the effective date of the terminationbase salary; and (b) Following Your separation from service, payable within fifteen (15a) days of the effective termination date, and thereafter the Company shall have no further obligations under this Agreement, but Executive shall continue to be bound by Sections 12, 13, and 14 and all other post-termination obligations contained in this Agreement and provisions of this Agreement that specifically survive termination of this Agreement. B. If this Agreement terminates in accordance with sub-sections E of Section 8 of this Agreement or is terminated by Company pursuant to subsection D of Section 8 of this Agreement then Company shall pay Executive his Base Salary at the then current rate and any accrued bonus through the effective termination date, payable within fifteen (15) days of the termination date and the Company shall pay Executive You a separation payment in the amount equal to twelve (12) months of one year’s Base Salary at the Your then current rate base salary, minus all applicable withholdings, including taxes and Social Security (the “Separation Payment”). The Separation Payment shall be divided and paid over a period of twelve (12) months in three installments accordance with the Company’s normal payroll schedule as follows: 1. One-Third of the Separation Payment shall be payable upon Effective Date, beginning with the later of first such date that is at least sixty (a) fifteen (1560) days after the termination date or of Your separation, provided that You have complied with the Conditions set forth below as of such date; (b) the day after the expiration date pay You a pro-rated portion of Executive’s legally required rightYour annual bonus, if any, that would have been payable to revoke his signature or agreement You for such calendar year had You remained employed by the Company for the entire calendar year, calculated by multiplying the bonus by a fraction, the numerator of which is the number of days in connection the calendar year of Your termination that precede the date of Your termination, and the denominator of which is 365, all as determined in the sole and absolute discretion of the Company (the “Bonus”). The Bonus, if any, shall be subject to all applicable withholdings, and shall be paid on the same date the Company pays all such other bonuses for such calendar year, provided that You have complied with the Separation Conditions set forth below as of such date; and Release Agreement described in Section 9(C(c) below; 2. One-Third subject to (A) Your timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), for You, (B) Your continued copayment of premiums at the same level and cost to You as if You were an employee of the Separation Payment shall be payable on Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), and (C) Your continued compliance with the six obligations in this Agreement, provide continued participation by You in the Company’s group health plan (6to the extent permitted under applicable law and the terms of such plan) month anniversary for a period of the termination date; and 3. One-Third of the Separation Payment shall be payable on the twelve (12) month anniversary months at the Company’s expense; provided that You are eligible and remain eligible for COBRA coverage; and provided, further, that in the event that You obtain other employment that offers group health benefits, such payments (but not the ability to continue COBRA coverage at Your sole expense) shall immediately cease when You become eligible to participate in such group health benefit plan. Except as set forth in this subsection, the Company shall have no other obligations to You, including under any provision of the termination datethis Agreement or any other agreement, Company policy, or otherwise. The post-termination obligations under this Section 9(B) shall be binding upon the Company regardless of the Executive’s subsequent employment with any other person, firm, partnership, association, business organization, corporation or other entity which is not affiliated with the Company. C. In consideration of, and as a condition to the Company’s obligation to pay You as set forth above shall be conditioned upon the Separation Payment, Executive shallfollowing: 1. Execute (i) Your execution of a Separation and Release Agreement in a form prepared by the Company, which has become irrevocable within the sixty (60) day period after Your separation, and acceptable to the Company whereby Executive releases which includes, but is not limited to, Your release of the Company from any and all liability and settles claims of any kind; and 2. Comply (ii) Your compliance with the restrictive covenants (Sections 12 and 13 of this Agreement), all other post-termination obligations contained in this to the Company to which You may be subject, including, but not limited to, any restrictive covenants (subclauses (i) and (ii) above, the “Conditions”). If You do not execute an effective Release Agreement and as set forth above, the provisions Company shall have no obligation to pay the payments set forth above. The Company’s obligation to pay the payments set forth above shall terminate immediately upon any breach by You of this Agreement that specifically survive any post-termination of this Agreementobligations to which You are subject.

Post Termination Payment Obligations. A. If this Agreement terminates for any of the reasons stated in sub-sections A, B or C of Section 8 of this Agreement or is terminated by Executive pursuant to subsection D of Section 8 of this Agreement, then the Executive shall be entitled to receive his Base Salary at the then current rate and any accrued bonus through the effective date of the termination, payable within fifteen (15) days of the effective termination date, and thereafter the Company shall have no further obligations under this Agreement, but Executive shall continue to be bound by Sections 12, 13, and 14 and all other post-termination obligations contained in this Agreement and provisions of this Agreement that specifically survive termination of this Agreement. B. If this Agreement terminates in accordance with sub-sections E or F of Section 8 of this Agreement or is terminated by the Company pursuant to subsection D of Section 8 of this Agreement then the Company shall pay Executive his Base Salary at the then current rate and any accrued bonus through the effective termination date, payable within fifteen (15) days of the termination date and the Company shall pay Executive a separation payment in the amount of one year’s Base Salary at the then current rate (the “Separation Payment”). The Separation Payment shall be paid in three installments as follows: 1. (i) One-Third of the Separation Payment shall be payable upon the later of (a) fifteen (15) days after the termination date or (b) the day after the expiration date of Executive’s legally required right, if any, to revoke his signature or agreement in connection with the Separation and Release Agreement described in Section 9(C) below; 2. (ii) One-Third of the Separation Payment shall be payable on the six (6) month anniversary of the termination date; and 3. (iii) One-Third of the Separation Payment shall be payable on the twelve (12) month anniversary of the termination date. The post-termination obligations under this Section 9(B) shall be binding upon the Company regardless of the Executive’s subsequent employment with any other person, firm, partnership, association, business organization, corporation or other entity which is not affiliated with the Company. C. In consideration of, and as a condition to the Company’s obligation to pay the Separation Payment, Executive shall: 1. (i) Execute a Separation and Release Agreement in a form prepared by and acceptable to the Company whereby Executive releases the Company from any and all liability and settles claims of any kind; and 2. (ii) Comply with the restrictive covenants (Sections 12 13 and 13 14 of this Agreement), all other post-termination obligations contained in this Agreement and the provisions of this Agreement that specifically survive termination of this Agreement.

Post Termination Payment Obligations. A. If this Agreement terminates for any of the reasons stated in sub-sections A, B or C of Section 8 Upon termination of this Agreement or is terminated by Executive pursuant to subsection D of Section 8 of this Agreementfor any reason, then the Executive shall be entitled to receive his Base Salary at the Company will pay You all accrued but unpaid wages, based on Your then current rate and any accrued bonus Base Salary, through the effective date of the termination, payable within fifteen (15) days of the effective termination date. Except as otherwise expressly provided in Sections 5B and C hereof, and thereafter the Company shall have no further other obligations under this Agreementto You. In any event, but Executive You shall continue to be bound by Sections 128, 139, and 14 10 hereof and all other of Your post-termination obligations to the Company and its Affiliates, whether pursuant to this Agreement or otherwise. B. If the Company terminates your employment other than for Cause in accordance with Section 4D: (i) The Company will pay You a separation payment equal to twenty-four (24) months of Your then current Base Salary plus most recent bonus, to be paid monthly over a period of twenty-four (24) months in accordance with the Company's regular payroll practices; and commencing on the Company's next regular payday following the effective date of termination; and (ii) the Company will reimburse Your COBRA premium under the Company's major medical group health plan on a monthly basis for a period of twenty-four (24) months following the date Your employment terminates or, if less, until you become eligible to participate in the group health plan of another employer. C. If you terminate your employment with the Company for any reason, then (i) the Company will pay you a separation benefit equal to three (3) months of Your monthly Base Salary at the time of termination payable over the next ensuing three (3) months in accordance with the Company's regular payroll practices, commencing on the Company's next regular payday following the effective date of termination; and (ii) the Company will reimburse Your COBRA premium under the Company's major medical group health plan on a monthly basis for a period of three (3) months following the date Your employment terminates or, if less, until you become eligible to participate in the group health plan of another employer. D. The separation payments and benefits set forth in Section 5B and 5C shall constitute full satisfaction of the Company's obligations under this Agreement for termination of your employment other than for Cause. Further, the Company's obligations to provide the payments or any of the other benefits set forth in Section 5B and 5C shall be conditioned upon Your: (a) Execution of an effective Separation & Release Agreement in a form prepared by the Company by which You release the Company and its Affiliates from any and all liability and claims of any kind; (b) Compliance with the restrictive covenants contained in Sections 8 A and B and all other post-termination obligations which you owe to the Company and its Affiliates, including but not limited to the obligations contained in this Agreement; and (c) Prompt notification of the Company if you become eligible for coverage under the group health plan of another employer at any time within twenty-four (24) months following the date your employment with the Company ends and Your prompt reimbursement of the Company for any excess premium contributions made by the Company hereunder. If You do not execute an effective Separation & Release Agreement as set forth above, the Company will not be obliged to provide any payments or benefits to You as set forth in Section 5B and provisions 5C. All of this Agreement that specifically survive your post-termination of this Agreement. B. If this Agreement terminates in accordance with sub-sections E of obligations, including without limitation under Section 8 of this Agreement or is terminated by Company pursuant to subsection D of Section 8 of this Agreement then Company shall pay Executive his Base Salary at the then current rate Agreement, however, will nonetheless remain in full force and any accrued bonus through the effective termination date, payable within fifteen (15) days of the termination date and the Company shall pay Executive a separation payment in the amount of one year’s Base Salary at the then current rate (the “Separation Payment”)effect. The Separation Payment shall be paid in three installments as follows: 1. One-Third of Company's obligation to provide the Separation Payment shall be payable upon the later of (a) fifteen (15) days after the termination date or (b) the day after the expiration date of Executive’s legally required right, if any, to revoke his signature or agreement in connection with the Separation and Release Agreement described separation payments and/or benefits set forth in Section 9(C) below; 2. One-Third 5B and 5C shall terminate immediately upon any breach by You of the Separation Payment shall be payable on the six (6) month anniversary of the termination date; and 3. One-Third of the Separation Payment shall be payable on the twelve (12) month anniversary of the termination date. The any post-termination obligations under this Section 9(B) shall be binding upon to which You are subject. E. If your employment is terminated for Cause, the Company regardless of the Executive’s subsequent employment with any other person, firm, partnership, association, business organization, corporation or other entity which is not affiliated with the Company. C. In consideration of, and as a condition to the Company’s obligation to pay the Separation Payment, Executive shall: 1. Execute a Separation and Release Agreement in a form prepared by and acceptable to the Company whereby Executive releases the Company from any and all liability and settles claims of any kind; and 2. Comply with the restrictive covenants (Sections 12 and 13 of this Agreement), all other shall have no post-termination obligations contained obligation to you other than as set forth in this Agreement and the provisions of this Agreement that specifically survive termination of this AgreementSection 5A above.

Post Termination Payment Obligations. A. If this Agreement terminates is terminated (i) for any of the reasons stated in sub-sections subsections A, B or C of Section 8 7 of this Agreement or is terminated (ii) by Executive pursuant to subsection D E of Section 8 7 of this Agreement, then the Executive shall be entitled to receive his Base Salary at the then current rate and any accrued bonus through the effective date of the termination, payable within fifteen (15) days of the effective termination date, and thereafter the Company shall have no further obligations under this Agreement, but Executive shall continue to be bound by Sections 11, 12, 13, and 14 13 and all other post-termination obligations contained in this Agreement and provisions of this Agreement that specifically survive termination of this Agreement. B. If this Agreement terminates in accordance with sub-sections E of Section 8 7 of this Agreement by the Company or is terminated by Company Executive pursuant to subsection D of Section 8 7 of this Agreement Agreement, then Company shall pay Executive (i) his Base Salary at the then current rate and any accrued bonus through the effective termination date, payable within fifteen (15) days of the termination date and the Company shall pay Executive (ii) a separation payment in the amount of one year’s twelve (12) months Base Salary at the then current rate (the “Separation Payment”). The Separation Payment shall be paid in three installments as follows: 1. One-Third of the Separation Payment shall be payable upon the later of (a) fifteen (15) days after the termination date or (b) the day after the expiration date of Executive’s legally required right, if any, to revoke his signature or agreement in connection with the Separation and Release Agreement described in Section 9(C8(C) below; 2. One-Third of the Separation Payment shall be payable on the six (6) month anniversary of the termination date; and 3. One-Third of the Separation Payment shall be payable on the twelve (12) month anniversary of the termination date. Thereafter, the Company shall have no further obligations under this Agreement, but Executive shall continue to be bound by Sections 11, 12, and 13 and all other post-termination obligations contained in this Agreement and provisions of this Agreement that specifically survive termination of this Agreement. The post-termination obligations under this Section 9(B8(B) shall be binding upon the Company regardless of the Executive’s subsequent employment with any other person, firm, partnership, association, business organization, corporation or other entity which is not affiliated with the Company. C. In consideration of, and as As a condition to the Company’s obligation to pay the Separation Payment, Executive shall: 1. Execute a Separation and Release Agreement in a form prepared by and acceptable to the Company whereby Executive releases the Company from any and all liability and settles claims of any kind; and 2. Comply with the restrictive covenants (Sections 11 and 12 and 13 of this Agreement), all other post-termination obligations contained in this Agreement and the provisions of this Agreement that specifically survive termination of this Agreement. The parties agree that regardless of whether Executive complies with the provisions of Section 8(c)(1) and whether or not the Company pays the Separation Payment, Executive shall continue to be bound by Sections 10, 11 and 12 and all other post-termination obligations contained in this Agreement and provisions of this Agreement that specifically survive termination of this Agreement.

Post Termination Payment Obligations. A. If this Agreement terminates for any of the reasons stated set forth in sub-sections Asubsections 4A, B 4B, 4D or C of Section 8 of this Agreement or is terminated by Executive pursuant to subsection D of Section 8 4E of this Agreement, then the Executive You shall be entitled to receive his Your Base Salary at the then current rate and any accrued bonus through the effective termination date of the termination, payable within fifteen (15) days of the effective termination date, and thereafter the Company shall have no further obligations under this Agreement, including, but Executive not limited to, the obligation to pay You any portion of the Bonus under Section 2B, but You shall continue to be bound by Sections 128A, 138B and 8C, and 14 and all other post-termination obligations contained in this Agreement and provisions of this Agreement that specifically survive termination of this Agreement. B. Except as otherwise provided in subsection 5C, if applicable, if this Agreement terminates for any of the reasons set forth in subsections 4F or 4G of this Agreement, then the Company shall pay You a separation payment equal to ninety (90) days base salary in effect as of the date of termination, payable in accordance with the Company’s normal payroll practices, any prorated Bonus payments (to the extent earned by You prior to Your termination date). If this Agreement terminates for the reason set forth in accordance with sub-sections E of Section 8 subsection 4C of this Agreement or is terminated by Company pursuant to subsection D reason of Section 8 of this Agreement then Company shall pay Executive his Base Salary at an injury which occurs in the then current rate and any accrued bonus through the effective termination date, payable within fifteen (15) days course of the termination date and performance of Your duties for the Company, then the Company shall pay Executive You a separation payment equal to ninety (90) days base salary in effect as of the date of termination, less the monthly amount that you are entitled to receive under any and all long-term and short-term disability insurance policies, payable in accordance with the Company’s normal payroll practices. C. If, within twelve (12) months following a Change of one year’s Base Salary at the then current rate (the “Separation Payment”). The Separation Payment shall be paid in three installments as followsControl: 1. One-Third of the Separation Payment shall be payable upon Company or the later of (a) fifteen (15) days after successor entity to the termination date or (b) Company terminates Your employment in the day after the expiration date of Executive’s legally required right, if any, to revoke his signature or agreement in connection with the Separation and Release Agreement manner described in Section 9(C) below;subsection 4G of this Agreement; or 2. One-Third You terminate your employment pursuant to subsection 4F of the Separation Payment shall be payable on the six (6) month anniversary of the termination datethis Agreement; andor 3. One-Third the term of the Separation Payment this Agreement expires without renewal for an additional one (1) year period in accordance with Section 3 above, then: (i) You shall be payable on the receive a separation payment equal to twelve (12) month anniversary months Base Salary in effect as of the Date of Termination, payable over a period of twelve (12) months in accordance with the Company’s normal payroll practices (or at the election of the Company, payable as a lump sum payment); (ii) the Company shall maintain in full force and effect and pay all related expenses for the continued benefit of You and Your dependants until the earlier of twelve (12) months following Your termination, or the date You accept other employment and obtain, the equivalent of all life, disability, accident, health insurance and other employee benefit plans, programs, benefits or arrangements in which You were entitled to participate immediately prior to such date provided that Your continued participation is possible under the general terms and provisions of such plans and programs. No deduction for any expenses related to the benefits described in this section shall be made from Your Base Salary during the period after termination datefor which You are eligible for such benefits. The post-In the event that Your participation in any such plan or program is barred, the Company shall arrange to provide You with benefits substantially similar to those which You were entitled to receive under such plans and programs immediately prior to Your termination, provided that any reduction of benefits which constituted a basis for Your termination of employment for Good Reason shall not be taken into account for purposes of determining Your continued benefits under this subsection; (iii) all options held by You shall remain exercisable for one (1) year following Your termination; and (iv) You shall receive the cash bonus amount earned by You as though You and the Company met the performance objectives required by the Board of Directors for payment of such bonus amount for the reminder of the plan year following the Change of Control. D. If the Company terminates Your employment in the manner described in subsection 4G of this Agreement, then vesting of the Option shall be accelerated so that the Option shall be immediately exercisable in full in accordance with the terms and conditions of the Stock Option Certificate. E. In the event that the term of this Agreement expires or this Agreement terminates prior to expiration of the Employment Period, the separation payments set forth in this Section 5 shall constitute full satisfaction of the Company’s obligations under this Section 9(B) shall be binding upon the Company regardless of the Executive’s subsequent employment with any other person, firm, partnership, association, business organization, corporation or other entity which is not affiliated with the Company. C. In consideration of, and as a condition to the Agreement. The Company’s obligation to pay make the Separation Payment, Executive shallseparation payments shall be conditioned upon Your: 1. Execute Execution of a Separation and Release Agreement in a form prepared by and acceptable to the Company whereby Executive releases You release the Company from any and all liability and settles claims of any kind; and 2. Comply Compliance with the restrictive covenants (Sections 12 8A, 8B and 13 of this Agreement), 8C) and all other post-termination obligations contained in this Agreement and Agreement. The Company’s obligation to make the provisions separation payments set forth in this Section 5 shall terminate immediately upon any breach by You of this Agreement that specifically survive any post-termination of this Agreementobligations to which You are subject.

Post Termination Payment Obligations. A. (a) If this Agreement terminates for any of the reasons stated reason set forth in sub-sections A, B or C of Section 8 of this Agreement or is terminated by Executive pursuant to subsection D of Section 8 4(a) of this Agreement, then the Executive You shall be entitled to receive his Your Base Salary at as of the then current rate and any accrued bonus date of death through the effective date of the termination, payable within fifteen (15) days of the effective termination date, Your death and thereafter the Company shall have no further obligations under this Agreement or otherwise. (b) If this Agreement terminates for any of the reasons set forth in subsections 4(c) or 4(d) of this Agreement, then You shall be entitled to receive Your Base Salary through the termination date (as increased by any raises) and thereafter the Company shall have no further obligations under this Agreement or otherwise, but Executive You shall continue to be bound by Sections 128(a), 138(b), 8(c) and 14 8(d), and all other post-termination obligations contained in this Agreement and provisions of this Agreement that specifically survive termination of this Agreement. B. (c) If this Agreement terminates for any of the reasons set forth in accordance with sub-sections E of Section 8 subsections 4(e) or 4(f) of this Agreement or is terminated by Company pursuant to subsection D of Section 8 of this Agreement Agreement, then Company shall pay Executive his Base Salary at the then current rate and any accrued bonus through the effective termination date, payable within fifteen (15) days of the termination date and the Company shall pay Executive You Your Base Salary (as increased by any raises) through the natural expiration of the Term, payable over the remaining Term in accordance with the Company’s normal payroll practices (or at the election of the Company, payable as a lump sum payment), as its sole and only payment to You. If this Agreement terminates for the reason set forth in subsection 4(b) of this Agreement by reason of an injury which occurs in the course of the performance of Your duties for the Company, then the Company shall pay You a separation payment in the amount of one year’s Base Salary at the then current rate (the “Separation Payment”). The Separation Payment shall be paid in three installments as follows: 1. One-Third of the Separation Payment shall be payable upon the later of (a) fifteen (15) days after the termination date or (b) the day after the expiration date of Executive’s legally required right, if any, equal to revoke his signature or agreement in connection with the Separation and Release Agreement described in Section 9(C) below; 2. One-Third of the Separation Payment shall be payable on the six (6) month anniversary of the termination date; and 3. One-Third of the Separation Payment shall be payable on the twelve (12) month anniversary months base salary in effect as of the termination date. The postdate of termination, less the monthly amount that you are entitled to receive under any and all long-termination obligations under this Section 9(Bterm and short-term disability insurance policies, payable over a period of twelve (12) shall be binding upon the Company regardless of the Executive’s subsequent employment with any other person, firm, partnership, association, business organization, corporation or other entity which is not affiliated months in accordance with the Company. C. In consideration of’s normal payroll practices. Regardless of whether the termination is pursuant to subsection 4(b), 4(e) or 4(f), You shall continue to be bound by Sections 8(a), 8(b), 8(c) and 8(d), and as a condition to the Company’s obligation to pay the Separation Payment, Executive shall: 1. Execute a Separation and Release Agreement in a form prepared by and acceptable to the Company whereby Executive releases the Company from any and all liability and settles claims of any kind; and 2. Comply with the restrictive covenants (Sections 12 and 13 of this Agreement), all other post-termination obligations contained in this Agreement and Agreement. (d) Except in the provisions event of a termination of this Agreement that specifically survive for the reason set forth in subsection 4(a) herein, the Company’s obligation to make the payments as set forth herein shall be conditioned upon Your: (i) Execution of a Release Agreement in a form prepared by the Company whereby You release the Company from any and all liability and claims of any kind in the form of Exhibit C attached hereto; and (ii) Compliance with the restrictive covenants (Sections 8(a), 8(b), 8(c) and 8(d)) and all post-termination of obligations contained in this Agreement. The Company’s obligation to make the separation payments set forth in this Section 5 shall terminate immediately upon any breach by You of any post-termination obligations to which You are subject.

Post Termination Payment Obligations. A. If this Agreement terminates for any of the reasons stated in sub-sections A, B or C of Section 8 of this Agreement or is terminated by Executive pursuant to subsection D of Section 8 of this Agreement, then the Executive shall be entitled to receive his Base Salary at the then current rate and any accrued bonus through the effective date of the termination, payable within fifteen (15) days of the effective termination date, and thereafter the Company shall have no further obligations under this Agreement, but Executive shall continue to be bound by Sections 12, 13, and 14 and all other post-termination obligations contained in this Agreement and provisions of this Agreement that specifically survive termination of this Agreement. B. If this Agreement terminates in accordance with sub-sections E of Section 8 of this Agreement or is terminated by Company pursuant to subsection D of Section 8 of this Agreement then Company shall pay Executive his Base Salary at the then current rate and any accrued bonus through the effective termination date, payable within fifteen (15) days of the termination date and the Company shall pay Executive a separation payment in the amount of one year’s twelve months Base Salary at the then current rate (the “Separation Payment”). The Separation Payment shall be paid in three installments as follows: 1. One-Third of the Separation Payment shall be payable upon the later of (a) fifteen (15) days after the termination date or (b) the day after the expiration date of Executive’s legally required right, if any, to revoke his signature or agreement in connection with the Separation and Release Agreement described in Section 9(C) below; 2. One-Third of the Separation Payment shall be payable on the six (6) month anniversary of the termination date; and 3. One-Third of the Separation Payment shall be payable on the twelve (12) month anniversary of the termination date. The post-termination obligations under this Section 9(B) shall be binding upon the Company regardless of the Executive’s 's subsequent employment with any other person, firm, partnership, association, business organization, corporation or other entity which is not affiliated with the Company. C. In consideration of, and as a condition to the Company’s obligation to pay the Separation Payment, Executive shall: 1. Execute a Separation and Release Agreement in a form prepared by and acceptable to the Company whereby Executive releases the Company from any and all liability and settles claims of any kind; and 2. Comply with the restrictive covenants (Sections 12 and 13 of this Agreement), all other post-termination obligations contained in this Agreement and the provisions of this Agreement that specifically survive termination of this Agreement.

Post Termination Payment Obligations. A. If this Agreement terminates for any of the reasons stated set forth in sub-sections 4 A, B B, D or C of Section 8 of this Agreement or is terminated by Executive pursuant to subsection D of Section 8 E of this Agreement, then the Executive You shall be entitled to receive his Your Base Salary at the then current rate and any accrued bonus through the effective termination date of the termination, payable within fifteen (15) days of the effective termination date, and thereafter the Company shall have no further obligations under this Agreement, including, but Executive not limited to, the obligation to pay You any portion of the Bonus under Section 2 B, but You shall continue to be bound by Sections 128, 13A, B, and 14 C, and all other post-termination obligations contained in this Agreement and provisions of this Agreement that specifically survive termination of this Agreement. B. If this Agreement terminates for any of the reasons set forth in accordance with sub-sections E of Section 8 4 F or G of this Agreement or is terminated by Company pursuant to subsection D of Section 8 of this Agreement Agreement, then Company shall pay Executive his Base Salary at the then current rate and any accrued bonus through the effective termination date, payable within fifteen (15) days of the termination date and the Company shall pay Executive You a separation payment equal to twelve (12) months base salary in effect as of the date of termination, payable over a period of twelve (12) months in accordance with the Company's normal payroll practices, any prorated Bonus payments (to the extent earned by You prior to Your termination date). If this Agreement terminates for the reason set forth in sub-section 4C of this Agreement by reason of an injury which occurs in the course of the performance of Your duties for the Company, then the Company shall pay You a separation payment equal to twelve (12) months base salary in effect as of the date of termination, less the monthly amount that you are entitled to receive under any and all long-term and short-term disability insurance policies, payable over a period of one year’s Base Salary at twelve (12) months in accordance with the then current rate (Company's normal payroll xxxxxxxxx.Xx the “Separation Payment”)event that this Agreement terminates prior to expiration of the Employment Period, the separation payments set forth in the preceding sentence shall constitute full satisfaction of the Company's obligations under this Agreement. The Separation Payment Company's obligation to make the separation payments shall be paid in three installments as followsconditioned upon Your: 1. One-Third Execution of the Separation Payment shall be payable upon the later of (a) fifteen (15) days after the termination date or (b) the day after the expiration date of Executive’s legally required right, if any, to revoke his signature or agreement in connection with the Separation and Release Agreement described in Section 9(C) below; 2. One-Third of the Separation Payment shall be payable on the six (6) month anniversary of the termination date; and 3. One-Third of the Separation Payment shall be payable on the twelve (12) month anniversary of the termination date. The post-termination obligations under this Section 9(B) shall be binding upon the Company regardless of the Executive’s subsequent employment with any other person, firm, partnership, association, business organization, corporation or other entity which is not affiliated with the Company. C. In consideration of, and as a condition to the Company’s obligation to pay the Separation Payment, Executive shall: 1. Execute a Separation and Release Agreement in a form prepared by and acceptable to the Company whereby Executive releases You release the Company from any and all liability and settles claims of any kind; and 2. Comply Compliance with the restrictive covenants (Sections 12 8 A, B, and 13 of this Agreement), C) and all other post-termination obligations contained in this Agreement and Agreement. The Company's obligation to make the provisions separation payments set forth in this Section 5B shall terminate immediately upon any breach by You of any post-termination obligations to which You are subject. C. If, within twelve (12) months following a Change of Control, (i) the Company or the successor entity to the Company terminates Your employment in the manner described in sub-sections 4G of this Agreement that specifically survive termination or (ii) You terminate your employment pursuant to sub-section 4F of this Agreement; or (iii) the successor entity to the Company fails to extend the term of this Agreement for an additional one (1) year period in accordance with Section 3 above, then (i) You shall receive the separation payment stated, and subject to the conditions set forth, in section 5B above, and (ii) vesting of the Option shall be accelerated so that the Option shall be immediately exercisable in full in accordance with the terms and conditions of the Stock Option Certificate. D. If the Company terminates Your employment in the manner described in sub-section 4G of this Agreement, then vesting of the Option shall be accelerated so that the Option shall be immediately exercisable in full in accordance with the terms and conditions of the Stock Option Certificate.

Post Termination Payment Obligations. A. If this Agreement terminates for any of the reasons stated in sub-sections A, B or C of Section 8 of this Agreement or is terminated by Executive pursuant to subsection D of Section 8 of this Agreement, then the Executive shall be entitled to receive his Base Salary at the then current rate and any accrued bonus through the effective date of the termination, payable within fifteen (15) days of the effective termination date, and thereafter the Company shall have no further obligations under this Agreement, but Executive shall continue to be bound by Sections 12, 13, and 14 and all other post-termination obligations contained in this Agreement and provisions of this Agreement that specifically survive termination of this Agreement. B. If this Agreement terminates in accordance with sub-sections E of Section 8 of this Agreement or is terminated by Company pursuant to subsection D of Section 8 of this Agreement then Company shall pay Executive his Base Salary at the then current rate and any accrued bonus through the effective termination date, payable within fifteen (15) days of the termination date and the Company shall pay Executive a separation payment in the amount of one year’s twelve months Base Salary at the then current rate (the “Separation Payment”). The Separation Payment shall be paid in three installments as follows: 1. One-Third of the Separation Payment shall be payable upon the later of (a) fifteen (15) days after the termination date or (b) the day after the expiration date of Executive’s legally required right, if any, to revoke his signature or agreement in connection with the Separation and Release Agreement described in Section 9(C) below; 2. One-Third of the Separation Payment shall be payable on the six (6) month anniversary of the termination date; and 3. One-Third of the Separation Payment shall be payable on the twelve (12) month anniversary of the termination date. The post-termination obligations under this Section 9(B) shall be binding upon the Company regardless of the Executive’s subsequent employment with any other person, firm, partnership, association, business organization, corporation or other entity which is not affiliated with the Company. C. In consideration of, and as a condition to the Company’s obligation to pay the Separation Payment, Executive shall: 1. Execute a Separation and Release Agreement in a form prepared by and acceptable to the Company whereby Executive releases the Company from any and all liability and settles claims of any kind; and 2. Comply with the restrictive covenants (Sections 12 and 13 of this Agreement), all other post-termination obligations contained in this Agreement and the provisions of this Agreement that specifically survive termination of this Agreement.

Post Termination Payment Obligations. A. If this Agreement terminates for any of the reasons stated in sub-sections A, B or C of Section 8 of this Agreement or is terminated by Executive pursuant to subsection D of Section 8 of this Agreement, then the Executive shall be entitled to receive his her Base Salary at the then current rate and any accrued bonus through the effective date of the termination, payable within fifteen (15) days of the effective termination date, and thereafter the Company shall have no further obligations under this Agreement, but Executive shall continue to be bound by Sections 12, 13, and 14 and all other post-termination obligations contained in this Agreement and provisions of this Agreement that specifically survive termination of this Agreement. B. If this Agreement terminates in accordance with sub-sections E of Section 8 of this Agreement or is terminated by Company pursuant to subsection D of Section 8 of this Agreement then Company shall pay Executive his her Base Salary at the then current rate and any accrued bonus through the effective termination date, payable within fifteen (15) days of the termination date and the Company shall pay Executive a separation payment in the amount of one year’s six months Base Salary at the then current rate (the “Separation Payment”). The Separation Payment shall be paid in three installments as follows: 1. One-Third of the Separation Payment shall be payable upon the later of (a) fifteen (15) days after the termination date or (b) the day after the expiration date of Executive’s legally required right, if any, to revoke his her signature or agreement in connection with the Separation and Release Agreement described in Section 9(C) below; 2. One-Third of the Separation Payment shall be payable on the six three (63) month anniversary of the termination date; and 3. One-Third of the Separation Payment shall be payable on the twelve six (126) month anniversary of the termination date. The post-termination obligations under this Section 9(B) shall be binding upon the Company regardless of the Executive’s 's subsequent employment with any other person, firm, partnership, association, business organization, corporation or other entity which is not affiliated with the Company. C. In consideration of, and as a condition to the Company’s obligation to pay the Separation Payment, Executive shall: 1. Execute a Separation and Release Agreement in a form prepared by and acceptable to the Company whereby Executive releases the Company from any and all liability and settles claims of any kind; and 2. Comply with the restrictive covenants (Sections 12 and 13 of this Agreement), all other post-termination obligations contained in this Agreement and the provisions of this Agreement that specifically survive termination of this Agreement.

Post Termination Payment Obligations. A. If this Agreement terminates for any of the reasons stated in sub-sections A, B or C of Section 8 of this Agreement or is terminated by Executive pursuant to subsection D of Section 8 of this Agreement, then the Executive shall be entitled to receive his Base Salary at the then current rate and any accrued bonus through the effective date of the termination, payable within fifteen (15) days of the effective termination date, and thereafter the Company shall have no further obligations under this Agreement, but Executive shall continue to be bound by Sections 12, 13, and 14 and all other post-termination obligations contained in this Agreement and provisions of this Agreement that specifically survive termination of this Agreement. B. . If this Agreement terminates in accordance with sub-sections E of Section 8 of this Agreement or is terminated by Company pursuant to subsection D of Section 8 of this Agreement then Company shall pay Executive his Base Salary at the then current rate and any accrued bonus through the effective termination date, payable within fifteen (15) days of the termination date and the Company shall pay Executive a separation payment in the amount of one year’s twelve months Base Salary at the then current rate (the “Separation Payment”). The Separation Payment shall be paid in three installments as follows: 1. : One-Third of the Separation Payment shall be payable upon the later of (a) fifteen (15) days after the termination date or (b) the day after the expiration date of Executive’s legally required right, if any, to revoke his signature or agreement in connection with the Separation and Release Agreement described in Section 9(C) below; 2. ; One-Third of the Separation Payment shall be payable on the six (6) month anniversary of the termination date; and 3. and One-Third of the Separation Payment shall be payable on the twelve (12) month anniversary of the termination date. The post-termination obligations under this Section 9(B) shall be binding upon the Company regardless of the Executive’s 's subsequent employment with any other person, firm, partnership, association, business organization, corporation or other entity which is not affiliated with the Company. C. . In consideration of, and as a condition to the Company’s obligation to pay the Separation Payment, Executive shall: 1. : Execute a Separation and Release Agreement in a form prepared by and acceptable to the Company whereby Executive releases the Company from any and all liability and settles claims of any kind; and 2. and Comply with the restrictive covenants (Sections 12 and 13 of this Agreement), all other post-termination obligations contained in this Agreement and the provisions of this Agreement that specifically survive termination of this Agreement.

Post Termination Payment Obligations. A. If this Agreement terminates for any of the reasons stated in sub-sections A, B or C of Section 8 of this Agreement or is terminated by Executive pursuant to subsection D E of Section 8 of this Agreement, then the Executive shall be entitled to receive his Base Salary at the then current rate and any accrued bonus through the effective date of the termination, payable within fifteen (15) days of the effective termination date, and thereafter the Company shall have no further obligations under this Agreement, but Executive shall continue to be bound by Sections 12, 13, and 14 and all other post-termination obligations contained in this Agreement and provisions of this Agreement that specifically survive termination of this Agreement. B. If this Agreement terminates in accordance with sub-sections E of Section 8 of this Agreement by the Company or is terminated by Company Executive pursuant to subsection D of Section 8 of this Agreement Agreement, then Company shall pay Executive his Base Salary at the then current rate and any accrued bonus through the effective termination date, payable within fifteen (15) days of the termination date and the Company shall pay Executive a separation payment in the amount of one year’s twelve (12) months Base Salary at the then current rate (the “Separation Payment”). ) and thereafter the Company shall have no further obligations under this Agreement, but Executive shall continue to be bound by Sections 12, 13, and 14 and all other post-termination obligations contained in this Agreement and provisions of this Agreement that specifically survive termination of this Agreement.. The Separation Payment shall be paid in three installments as follows: 1. One-Third of the Separation Payment shall be payable upon the later of (a) fifteen (15) days after the termination date or (b) the day after the expiration date of Executive’s legally required right, if any, to revoke his signature or agreement in connection with the Separation and Release Agreement described in Section 9(C) below; 2. One-Third of the Separation Payment shall be payable on the six (6) month anniversary of the termination date; and 3. One-Third of the Separation Payment shall be payable on the twelve (12) month anniversary of the termination date. The post-termination obligations under this Section 9(B) shall be binding upon the Company regardless of the Executive’s subsequent employment with any other person, firm, partnership, association, business organization, corporation or other entity which is not affiliated with the Company. C. In consideration of, and as a condition to the Company’s obligation to pay the Separation Payment, Executive shall: 1. Execute a Separation and Release Agreement in a form prepared by and acceptable to the Company whereby Executive releases the Company from any and all liability and settles claims of any kind; and 2. Comply with the restrictive covenants (Sections 12 and 13 of this Agreement), all other post-termination obligations contained in this Agreement and the provisions of this Agreement that specifically survive termination of this Agreement.

Post Termination Payment Obligations. A. If this Agreement terminates for any of the reasons stated in sub-sections A, B or C of Section 8 of this Agreement or is terminated by Executive pursuant to subsection D of Section 8 of this Agreement, then the Executive shall be entitled to receive his Base Salary at the then current rate and any accrued bonus through the effective date of the termination, payable within fifteen (15) days of the effective termination date, and thereafter the Company shall have no further obligations under this Agreement, but Executive shall continue to be bound by Sections 12, 13, and 14 and all other post-termination obligations contained in this Agreement and provisions of this Agreement that specifically survive termination of this Agreement. B. . If this Agreement terminates in accordance with sub-sections E of Section 8 of this Agreement or is terminated by Company pursuant to subsection D of Section 8 of this Agreement then Company shall pay Executive his Base Salary at the then current rate and any accrued bonus through the effective termination date, payable within fifteen (15) days of the termination date and the Company shall pay Executive a separation payment in the amount of one year’s six months Base Salary at the then current rate (the “Separation Payment”). The Separation Payment shall be paid in three installments as follows: 1. : One-Third of the Separation Payment shall be payable upon the later of (a) fifteen (15) days after the termination date or (b) the day after the expiration date of Executive’s legally required right, if any, to revoke his signature or agreement in connection with the Separation and Release Agreement described in Section 9(C) below; 2. ; One-Third of the Separation Payment shall be payable on the three (3) month anniversary of the termination date; and One-Third of the Separation Payment shall be payable on the six (6) month anniversary of the termination date; and 3. One-Third of the Separation Payment shall be payable on the twelve (12) month anniversary of the termination date. The post-termination obligations under this Section 9(B) shall be binding upon the Company regardless of the Executive’s 's subsequent employment with any other person, firm, partnership, association, business organization, corporation or other entity which is not affiliated with the Company. C. . In consideration of, and as a condition to the Company’s obligation to pay the Separation Payment, Executive shall: 1. : Execute a Separation and Release Agreement in a form prepared by and acceptable to the Company whereby Executive releases the Company from any and all liability and settles claims of any kind; and 2. and Comply with the restrictive covenants (Sections 12 and 13 of this Agreement), all other post-termination obligations contained in this Agreement and the provisions of this Agreement that specifically survive termination of this Agreement.

Post Termination Payment Obligations. A. If this Agreement terminates Executive’s employment is terminated for any of the reasons stated in sub-sections A, B or C of Section 8 7 of this Agreement or is terminated by Executive pursuant to subsection sub-section D of Section 8 7 of this Agreement, then the Executive shall be entitled to receive his Base Salary at the then current rate and any accrued bonus through the effective date of the termination, payable within fifteen (15) days of the effective termination date, and thereafter the Company shall have no further payment obligations under this Agreement, but Executive shall continue to be bound by Sections 11, 12, 13, and 14 13 and all other post-termination obligations contained in this Agreement and provisions of this Agreement that specifically survive termination of this Agreementthe Term. B. If this Agreement terminates in accordance with sub-sections E Executive’s employment is terminated by the Company pursuant to subsection D of Section 8 7 of this Agreement or is terminated by Company Executive pursuant to subsection D E of Section 8 7 of this Agreement Agreement, then Company shall pay Executive (i) his Base Salary at the then current rate and any accrued bonus through the effective termination datedate of the termination, payable within fifteen (15) days of the termination date and the Company shall pay Executive (ii) a separation payment in the amount of one year’s his Base Salary at the then current rate for twelve (12) months (the “Separation Payment”). The Subject to Executive’s compliance with Section 8(C) hereof, the Separation Payment shall be paid in three installments as follows: 1. One-Third of the Separation Payment shall be payable upon on the later four (4) month anniversary of (a) fifteen (15) days after the termination date or (b) the day after the expiration effective date of Executive’s legally required right, if any, to revoke his signature or agreement in connection with the Separation and Release Agreement described in Section 9(C) belowtermination; 2. One-Third of the Separation Payment shall be payable on the six (6) month anniversary of the termination dateeffective date of the termination; and 3. One-Third of the Separation Payment shall be payable on the twelve (12) month anniversary of the effective date of the termination. Thereafter, the Company shall have no further payment obligations under this Agreement, but Executive shall continue to be bound by Sections 11, 12, and 13 and all other post-termination dateobligations contained in this Agreement and provisions of this Agreement that specifically survive termination of this Agreement. The post-termination obligations under this Section 9(B) sub-section B shall be binding upon the Company regardless of the Executive’s subsequent employment with any other person, firm, partnership, association, business organization, corporation corporation, or other entity which is not affiliated with the Company. C. In consideration of, and as As a condition to the Company’s obligation to pay the Separation Payment, Executive shall: 1. Execute Within 60 days following Executive’s termination of employment, execute (and not revoke) a Separation and Release Agreement in a form prepared by and -5- acceptable to the Company whereby Executive releases the Company and its affiliates and their respective officers, directors, and employees from any and all liability and settles all claims of any kind. Benefits shall be deemed forfeited if the release is not executed and delivered to the Company within the time specified herein; and 2. Comply with the restrictive covenants (Sections 11 and 12 and 13 of this Agreement)) and all other post-termination obligations contained in this Agreement. The parties agree that regardless of whether Executive complies with the provisions of Section 8(C)(1) and whether the Company pays Executive the Separation Payment, Executive shall continue to be bound by Sections 11, 12, and 13 and all other post-termination obligations contained in this Agreement and the provisions of this Agreement that specifically survive termination of this Agreementthe Term and Executive’s employment.

Post Termination Payment Obligations. A. If this Agreement the Company terminates Your employment Without Cause, or You resign for any of the reasons stated in sub-sections A, B or C of Section 8 of this Agreement or is terminated by Executive pursuant to subsection D of Section 8 of this AgreementGood Reason, then the Executive shall be entitled to receive his Base Salary at Company shall: a. Pay You all accrued but unpaid wages through the date Your employment terminates (the “Termination Date”), based on Your then current rate and any accrued bonus through the effective date of the terminationbase salary; and b. Following Your separation from service, payable within fifteen (15a) days of the effective termination date, and thereafter the Company shall have no further obligations under this Agreement, but Executive shall continue to be bound by Sections 12, 13, and 14 and all other post-termination obligations contained in this Agreement and provisions of this Agreement that specifically survive termination of this Agreement. B. If this Agreement terminates in accordance with sub-sections E of Section 8 of this Agreement or is terminated by Company pursuant to subsection D of Section 8 of this Agreement then Company shall pay Executive his Base Salary at the then current rate and any accrued bonus through the effective termination date, payable within fifteen (15) days of the termination date and the Company shall pay Executive You a separation payment in the amount equal to twelve (12) months of one year’s Base Salary at the Your then current rate base salary, minus all applicable withholdings, including taxes and Social Security (the “Separation PaymentSeparationPayment”). The Separation Payment shall be divided and paid over a period of twelve (12) months in three installments accordance with the Company’s normal payroll schedule as follows: 1. One-Third of the Separation Payment shall be payable upon Effective Date, beginning with the later of first such date that is at least sixty (a) fifteen (1560) days after the termination date or of Your separation, provided that You have complied with the Conditions set forth below as of such date; (b) the day after the expiration date pay You a pro-rated portion of Executive’s legally required rightYour annual bonus, if any, that would have been payable to revoke his signature or agreement You for such calendar year had You remained employed by the Company for the entire calendar year, calculated by multiplying the bonus by a fraction, the numerator of which is the number of days in connection the calendar year of Your termination that precede the date of Your termination, and the denominator of which is 365, all as determined in the sole and absolute discretion of the Company (the “Bonus”). The Bonus, if any, shall be subject to all applicable withholdings, and shall be paid on the same date the Company pays all such other bonuses for such calendar year, provided that You have complied with the Separation Conditions set forth below as of such date; (c) subject to (A) Your timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), for You, (B) Your continued copayment of premiums at the same level and Release Agreement described in Section 9(C) below; 2. One-Third cost to You as if You were an employee of the Separation Payment shall be payable on Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), and (C) Your continued compliance with the six obligations in this Agreement, provide continued participation by You in the Company’s group health plan (6to the extent permitted under applicable law and the terms of such plan) month anniversary for a period of the termination date; and 3. One-Third of the Separation Payment shall be payable on the twelve (12) month anniversary months at the Company’s expense; provided that You are eligible and remain eligible for COBRA coverage; and provided, further, that in the event that You obtain other employment that offers group health benefits, such payments (but not the ability to continue COBRA coverage at Your sole expense) shall immediately cease when You become eligible to participate in such group health benefit plan, and (d) if Your termination by the Company Without Cause or Your resignation for Good Reason occurs within three (3) months before a Change in Control (as is defined in the Company’s 2018 Equity Incentive Plan) or within one-year following a Change in Control, then 100% of the termination datethen-remaining unvested options, restricted shares, or restricted stock units shall immediate and fully vest and become exercisable. Except as set forth in this subsection, the Company shall have no other obligations to You, including under any provision of this Agreement or any other agreement, Company policy, or otherwise. The post-termination obligations under this Section 9(B) shall be binding upon the Company regardless of the Executive’s subsequent employment with any other person, firm, partnership, association, business organization, corporation or other entity which is not affiliated with the Company. C. In consideration of, and as a condition to the Company’s obligation to pay You as set forth above shall be conditioned upon the Separation Payment, Executive shallfollowing: 1. Execute i. Your execution of a Separation and Release Agreement in a form prepared by the Company, which has become irrevocable within the sixty (60) day period after Your separation, and acceptable to the Company whereby Executive releases which includes, but is not limited to, Your release of the Company from any and all liability and settles claims of any kind; and 2ii. Comply Your compliance with the restrictive covenants (Sections 12 and 13 of this Agreement), all other post-termination obligations contained in this to the Company to which You may be subject, including, but not limited to, any restrictive covenants (subclauses (i) and (ii) above, the “Conditions”). If You do not execute an effective Release Agreement and as set forth above, the provisions Company shall have no obligation to pay the payments set forth above. The Company’s obligation to pay the payments set forth above shall terminate immediately upon any breach by You of this Agreement that specifically survive any post-termination of this Agreementobligations to which You are subject.