Common use of Qualifying Termination in Connection with a Change in Control Clause in Contracts

Qualifying Termination in Connection with a Change in Control. If at any time within twelve (12) months after a Change in Control of the Company, Executive's employment under this Agreement is terminated by the Company without Cause or by Executive for Good Reason, the Company's obligation to pay or provide Executive compensation and benefits under this Agreement shall terminate, except: (a) the Company shall pay Executive that portion of his Base Salary which shall have been earned through the termination date; (b) the Company shall pay or provide Executive such other payments or benefits, if any, which have accrued and vested hereunder before the termination date; and (c) subject to Sections 7.8 and 7.9 of this Agreement, the Company shall provide Executive with the following severance benefits: (i) the Company will pay Executive severance compensation in the form of salary continuation at the Base Salary rate in effect at the time of Executive's employment termination for a period of eighteen (18) months after the employment termination (the “Enhanced Severance Period”); (ii) during the Enhanced Severance Period, the Company will pay Executive an additional monthly severance amount equal to one-twelfth (1/12) of the average annual cash bonus the Company paid Executive during the last three fiscal years prior to the termination date (or if Executive was not employed with the Company for the last three fiscal years, the average shall be calculated using the number of fiscal years Executive has been employed with the Company); and (iii) during the Enhanced Severance Period, the Company will pay Executive an additional monthly severance amount equal to One Hundred Forty percent (140%) of the COBRA Premium Rate; provided, however, the payment of severance benefits to Executive under this Section 7.7(c) shall be reduced by the full amount that such payments, when added to all other payments or benefits of any kind to Executive by reason of the Change in Control of the Company constitutes an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”). Subject to Section 7.8 and 7.9, the Company will pay the foregoing severance benefits during the Enhanced Severance Period in accordance with the Company's customary payroll practices and all such severance payments shall be subject to all applicable payroll tax withholdings. If this Section 7.7 applies, Executive is not entitled to the compensation under Section 7.4 or Section 7.5. Other than the foregoing, the Company shall have no further obligations to Executive under this Agreement.

Qualifying Termination in Connection with a Change in Control. If at any time within the Termination Date occurs on or in the twelve (12) months after following a Change in Control (as herein defined) due to Executive’s termination of the Company, Executive's employment under this Agreement is terminated by the Company without Cause or by Executive for Good Reasonpursuant to a Constructive Termination (“Change in Control Termination”), then, in lieu of the Company's obligation to pay or provide Executive compensation payments and benefits under this Agreement shall terminateset out in the preceding provisions of paragraph 4(a), except: (a) the Company shall pay Executive that portion of his Base Salary which shall have been earned through the termination date; (b) the Company shall pay or provide Executive such other payments or benefits, if any, which have accrued and vested hereunder before the termination date; and (c) subject to Sections 7.8 and 7.9 of this Agreement, the Company shall provide Executive with the following severance benefits: (i) the Employment Period shall be deemed to have ended as of the Termination Date and (ii) Executive shall be entitled to receive (A) the Accrued Obligations, and subject to Executive’s continued compliance with paragraphs 6, 7, 8, 9 and 10 hereof, (B) an amount equal to one and one-half times (1.5X) Executive’s Base Salary in effect on the Termination Date, payable in equal monthly installments, in accordance with the Company’s normal payroll practices in effect on the Termination Date, for the eighteen (18) month period following the Termination Date, (C) the Pro-Rata Amount as set forth in paragraph 4(a), (D) if the Executive and/or his dependents elect continuation coverage under COBRA, payment by the Company will pay of the COBRA premiums for the Executive severance compensation and/or his dependents in the form same amount paid by the Company prior to the Termination Date during the period beginning on the Termination Date and ending on the first to occur of salary continuation at (xx) the Base Salary rate in effect at the time of Executive's employment termination for a period of date eighteen (18) months after the employment termination Termination Date and (yy) the “Enhanced Severance Period”); first day Executive becomes eligible for similar benefits under another employer’s plans, (iiE) during the Enhanced Severance Period, the Company will pay Executive an additional monthly severance amount equal to one-twelfth (1/12) of the average annual cash bonus the Company paid Executive during the last three fiscal years prior to the termination extent allowed under the applicable plans, continued participation in the Company’s life, long-term disability, and group accident plans beginning on the Termination Date and ending on the first to occur of (xx) the date eighteen (or if 18) months after the Termination Date and (yy) the first day Executive was not employed becomes eligible for similar benefits under another employer’s plans, and (F) outplacement services provided by a nationally-recognized outplacement firm, such services to be commensurate with the Company for the last three fiscal years, the average shall be calculated using the number of fiscal years Executive has been employed services commonly provided to a person in a position comparable to Executive’s position with the Company); , subject, in each case, to withholding and (iiiother appropriate deductions. For purposes of this paragraph 4(b) during the Enhanced Severance Period, the Company will pay Executive an additional monthly severance amount equal to One Hundred Forty percent (140%) of the COBRA Premium Rate; provided, however, the payment of severance benefits to Executive under this Section 7.7(c) shall be reduced by the full amount that such payments, when added to all other payments or benefits of any kind to Executive by reason of the “Change in Control of the Company constitutes an “excess parachute paymentControl” within shall have the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”). Subject to Section 7.8 and 7.9, the Company will pay the foregoing severance benefits during the Enhanced Severance Period set forth in accordance with the Company's customary payroll practices and all such severance payments shall be subject to all applicable payroll tax withholdings. If this Section 7.7 applies, Executive is not entitled to the compensation under Section 7.4 or Section 7.5. Other than the foregoing, the Company shall have no further obligations to Executive under this Agreement’s 2014 Omnibus Incentive Plan.

Qualifying Termination in Connection with a Change in Control. If at any time within the Termination Date occurs on or in the twelve (12) months after following a Change in Control (as herein defined) due to Executive’s termination of the Company, Executive's employment under this Agreement is terminated by the Company without Cause or by Executive for Good Reasonpursuant to a Constructive Termination ("Change in Control Termination"), then, in lieu of the Company's obligation to pay or provide Executive compensation payments and benefits under this Agreement shall terminateset out in the preceding provisions of paragraph 4(a), except: (a) the Company shall pay Executive that portion of his Base Salary which shall have been earned through the termination date; (b) the Company shall pay or provide Executive such other payments or benefits, if any, which have accrued and vested hereunder before the termination date; and (c) subject to Sections 7.8 and 7.9 of this Agreement, the Company shall provide Executive with the following severance benefits: (i) the Employment Period shall be deemed to have ended as of the Termination Date and (ii) Executive shall be entitled to receive (A) the Accrued Obligations, and subject to Executive’s continued compliance with paragraphs 6, 7, 8 and 9 hereof, (B) an amount equal to the product of (x) one and one-half (1.5) and (y) the sum of Executive’s (I) Base Salary and (II) Target Bonus in effect on the Termination Date, payable in a cash lump sum within sixty (60) days following the Termination Date, (C) the Signing Bonus, payable in a lump sum on the sixtieth (60th) day following termination, if not previously paid, (D) if the Executive and/or her dependents elect continuation coverage under COBRA, payment by the Company will pay of the COBRA premiums for the Executive severance compensation and/or her dependents in the form same amount paid by the Company prior to the Termination Date during the period beginning on the Termination Date and ending on the first to occur of salary continuation at (xx) the Base Salary rate in effect at the time of Executive's employment termination for a period of date eighteen (18) months after the employment termination Termination Date and (yy) the “Enhanced Severance Period”); first day Executive becomes eligible for similar benefits under another employer's plans, (iiE) during the Enhanced Severance Period, the Company will pay Executive an additional monthly severance amount equal to one-twelfth (1/12) of the average annual cash bonus the Company paid Executive during the last three fiscal years prior to the termination extent allowed under the applicable plans, continued participation in the Company's life, long-term disability, and group accident plans beginning on the Termination Date and ending on the first to occur of (xx) the date eighteen (or if 18) months after the Termination Date and (yy) the first day Executive was not employed becomes eligible for similar benefits under another employer's plans, and (F) outplacement services provided by a nationally-recognized outplacement firm, such services to be commensurate with the Company for the last three fiscal years, the average shall be calculated using the number of fiscal years Executive has been employed services commonly provided to a person in a position comparable to Executive’s position with the Company); , subject, in each case, to withholding and (iiiother appropriate deductions. For purposes of this paragraph 4(b) during “Change in Control” shall have the Enhanced Severance Period, meaning set forth in the Company will pay Executive an additional monthly severance amount equal to One Hundred Forty percent (140%) of the COBRA Premium RateCompany’s 2014 Omnibus Incentive Plan; provided, however, the payment of severance benefits to Executive under this Section 7.7(c) shall be reduced by the full amount that if such payments, when added to all other payments or benefits of any kind to Executive by reason of the Change in Control does not satisfy the requirements for a “change in ownership,” a “change in effective control” or a “change in the ownership of a substantial portion of the assets” of the Company constitutes an “excess parachute payment” within the meaning of Code Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”). Subject to Section 7.8 and 7.9409A, the Company will pay the foregoing severance benefits during the Enhanced Severance Period amount payable in accordance with the Company's customary payroll practices and all such severance payments paragraph 4(b)(ii)(B) shall be subject to all applicable paid in equal payroll tax withholdings. If this Section 7.7 applies, Executive is not entitled to installments over the compensation under Section 7.4 or Section 7.5. Other than the foregoing, the Company shall have no further obligations to Executive under this Agreementtwelve (12) month period provided in paragraph 4(a)(ii)(B).

Qualifying Termination in Connection with a Change in Control. If at any time within twelve (12) months after a Change in Control of the Company, Executive's employment under this Agreement is terminated by the Company without Cause or by Executive for Good Reason, the Company's obligation to pay or provide Executive compensation and benefits under this Agreement shall terminate, except: (a) the Company shall pay Executive that portion of his her Base Salary which shall have been earned through the termination date; (b) the Company shall pay or provide Executive such other payments or benefits, if any, which have accrued and vested hereunder before the termination date; and (c) subject to Sections 7.8 and 7.9 of this Agreement, the Company shall provide Executive with the following severance benefits: (i) the Company will pay Executive severance compensation in the form of salary continuation at the Base Salary rate in effect at the time of Executive's employment termination for a period of eighteen (18) months after the employment termination (the “Enhanced Severance Period”); (ii) during the Enhanced Severance Period, the Company will pay Executive an additional monthly severance amount equal to one-twelfth (1/12) of the average annual cash bonus the Company paid Executive during the last three fiscal years prior to the termination date (or if Executive was not employed with the Company for the last three fiscal years, the average shall be calculated using the number of fiscal years Executive has been employed with the Company); and (iii) during the Enhanced Severance Period, the Company will pay Executive an additional monthly severance amount equal to One Hundred Forty percent (140%) of the COBRA Premium Rate; provided, however, the payment of severance benefits to Executive under this Section 7.7(c) shall be reduced by the full amount that such payments, when added to all other payments or benefits of any kind to Executive by reason of the Change in Control of the Company constitutes an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”). Subject to Section 7.8 and 7.9, the Company will pay the foregoing severance benefits during the Enhanced Severance Period in accordance with the Company's customary payroll practices and all such severance payments shall be subject to all applicable payroll tax withholdings. If this Section 7.7 applies, Executive is not entitled to the compensation under Section 7.4 or Section 7.5. Other than the foregoing, the Company shall have no further obligations to Executive under this Agreement.. 6 of 20

Qualifying Termination in Connection with a Change in Control. If at any time within Executive’s employment terminates due to a Qualifying Termination that occurs during the period commencing ninety (90) days prior to the effective date of a Change in Control and ending twelve (12) months after following the effective date a Change in Control Control, then subject to Executive’s timely provision of an effective and irrevocable Release, and effective as of the Companylater of the Severance Commencement Date or the effective date of the Change in Control, Executive's employment under this Agreement is terminated by the Company without Cause or by Executive for Good Reason, the Company's obligation to pay or provide Executive compensation and benefits under this Agreement shall terminate, except: (a) the Company shall pay Executive that portion of his Base Salary which shall have been earned through the termination date; (b) the Company shall pay or provide Executive such other payments or benefits, if any, which have accrued and vested hereunder before the termination date; and (c) subject to Sections 7.8 and 7.9 of this Agreement, the Company shall provide Executive with the following severance benefits: (i) the Company ’s equity awards will pay Executive severance compensation accelerate vesting in the form of salary continuation at the Base Salary rate in effect at the time of Executive's employment termination for a period of eighteen (18) months after the employment termination (the “Enhanced Severance Period”); (ii) during the Enhanced Severance Period, the Company will pay Executive an additional monthly severance amount equal to one-twelfth (1/12) of the average annual cash bonus the Company paid Executive during the last three fiscal years prior to the termination date (or if Executive was not employed with the Company for the last three fiscal years, the average shall be calculated using the number of fiscal years Executive has been employed with the Company); and (iii) during the Enhanced Severance Period, the Company will pay Executive an additional monthly severance amount equal to One Hundred Forty percent (140%) of the COBRA Premium Ratefull; provided, however, that in order to give effect to the payment intent of severance benefits the foregoing provision, to Executive under this Section 7.7(c) shall be reduced the extent the Severance Commencement Date is later than the effective date of a Change in Control where the Executive’s equity award is not assumed, substituted or continued by the full amount that such paymentsacquiring or surviving entity, when added the vesting of Executive’s equity awards will be contingent upon 7. 868809 v8/SD Executive’s timely provision of an effective and irrevocable Release, but will be deemed to all other payments or benefits of any kind have been effective immediately prior to Executive by reason of the Change in Control Control. For purposes of determining the number of shares that will vest pursuant to the foregoing provision with respect to any performance based vesting equity award that has multiple vesting levels depending upon the level of performance, vesting acceleration shall occur with respect to the number of shares subject to the equity award as if the applicable performance criteria had been attained at a 100% level. In order to give effect to the intent of the Company constitutes an “excess parachute payment” within foregoing provision, notwithstanding anything to the meaning of Section 280G contrary set forth in Executive’s equity award agreements or the Equity Plan under which such equity award was granted that provides that any then unvested portion of the Internal Revenue Code equity award will immediately expire upon the Executive’s termination of 1986service, as amended no unvested portion of the Executive’s equity award shall generally terminate any earlier than ninety (90) days following any Qualifying Termination of the “Code”). Subject Executive’s employment that occurs prior to Section 7.8 and 7.9the effective date of a Change in Control; provided, however that after giving effect to the vesting acceleration provisions set forth above, the Company will pay the foregoing severance benefits during the Enhanced Severance Period in accordance with the Company's customary payroll practices and all such severance payments Executive’s equity awards shall be remain subject to all applicable payroll tax withholdings. If this Section 7.7 applies, Executive earlier termination in connection with a Corporate Transaction (as defined in the Equity Plan) in which the Executive’s equity award is not entitled assumed, substituted or continued by the acquiring or surviving entity as provided in the Equity Plan or substantially equivalent provisions applicable to the compensation under Section 7.4 or Section 7.5. Other than the foregoing, the Company shall have no further obligations to Executive under this AgreementExecutive’s equity award.

Qualifying Termination in Connection with a Change in Control. If at any time within the Termination Date occurs on or in the twelve (12) months after following a Change in Control (as herein defined) due to Executive’s termination of the Company, Executive's employment under this Agreement is terminated by the Company without Cause or by Executive for Good Reasonpursuant to a Constructive Termination (“Change in Control Termination”), then, in lieu of the Company's obligation to pay or provide Executive compensation payments and benefits under this Agreement shall terminateset out in the preceding provisions of paragraph 4(a), except: (a) the Company shall pay Executive that portion of his Base Salary which shall have been earned through the termination date; (b) the Company shall pay or provide Executive such other payments or benefits, if any, which have accrued and vested hereunder before the termination date; and (c) subject to Sections 7.8 and 7.9 of this Agreement, the Company shall provide Executive with the following severance benefits: (i) the Employment Period shall be deemed to have ended as of the Termination Date and (ii) Executive shall be entitled to receive (A) the Accrued Obligations, and subject to Executive’s continued compliance with paragraphs 6, 7, 8, 9 and 10 hereof, (B) an amount equal to one and one-half times (1.5X) Executive’s Base Salary in effect on the Termination Date, payable in equal monthly installments, in accordance with the Company’s normal payroll practices in effect on the Termination Date, for the eighteen (18) month period following the Termination Date, (C) the Pro-Rata Amount as set forth in paragraph 4(a), (D) the Signing Bonus, payable in a lump sum on the sixtieth (60th) day following termination, if not previously paid, (E) if the Executive and/or his dependents elect continuation coverage under COBRA, payment by the Company will pay of the COBRA premiums for the Executive severance compensation and/or his dependents in the form same amount paid by the Company prior to the Termination Date during the period beginning on the Termination Date and ending on the first to occur of salary continuation at (xx) the Base Salary rate in effect at the time of Executive's employment termination for a period of date eighteen (18) months after the employment termination Termination Date and (yy) the “Enhanced Severance Period”); first day Executive becomes eligible for similar benefits under another employer’s plans, (iiF) during the Enhanced Severance Period, the Company will pay Executive an additional monthly severance amount equal to one-twelfth (1/12) of the average annual cash bonus the Company paid Executive during the last three fiscal years prior to the termination extent allowed under the applicable plans, continued participation in the Company’s life, long-term disability, and group accident plans beginning on the Termination Date and ending on the first to occur of (xx) the date eighteen (or if 18) months after the Termination Date and (yy) the first day Executive was not employed becomes eligible for similar benefits under another employer’s plans, and (F) outplacement services provided by a nationally-recognized outplacement firm, such services to be commensurate with the Company for the last three fiscal years, the average shall be calculated using the number of fiscal years Executive has been employed services commonly provided to a person in a position comparable to Executive’s position with the Company); , subject, in each case, to withholding and (iiiother appropriate deductions. For purposes of this paragraph 4(b) during the Enhanced Severance Period, the Company will pay Executive an additional monthly severance amount equal to One Hundred Forty percent (140%) of the COBRA Premium Rate; provided, however, the payment of severance benefits to Executive under this Section 7.7(c) shall be reduced by the full amount that such payments, when added to all other payments or benefits of any kind to Executive by reason of the “Change in Control of the Company constitutes an “excess parachute paymentControl” within shall have the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”). Subject to Section 7.8 and 7.9, the Company will pay the foregoing severance benefits during the Enhanced Severance Period set forth in accordance with the Company's customary payroll practices and all such severance payments shall be subject to all applicable payroll tax withholdings. If this Section 7.7 applies, Executive is not entitled to the compensation under Section 7.4 or Section 7.5. Other than the foregoing, the Company shall have no further obligations to Executive under this Agreement’s 2014 Omnibus Incentive Plan.

Qualifying Termination in Connection with a Change in Control. If at prior to the expiration of the Employment Period (without regard to any time within early termination of the Employment Period as set forth in this paragraph 4), the Termination Date occurs on or in the twelve (12) months after following a Change in Control (as herein defined) due to Executive’s termination of the Company, Executive's employment under this Agreement is terminated by the Company without Cause or by Executive for Good Reasonpursuant to a Constructive Termination, or the Company's obligation Company gives Executive notice pursuant to pay or provide Executive compensation paragraph 1 of this Agreement that it is not renewing the Employment Period, then, in lieu of the payments and benefits under this Agreement shall terminateset out in the preceding provisions of paragraph 4(a), except: (a) the Company shall pay Executive that portion of his Base Salary which shall have been earned through the termination date; (b) the Company shall pay or provide Executive such other payments or benefits, if any, which have accrued and vested hereunder before the termination date; and (c) subject to Sections 7.8 and 7.9 of this Agreement, the Company shall provide Executive with the following severance benefits: (i) the Company will pay Employment Period shall be deemed to have ended as of the Termination Date and (ii) Executive severance compensation in shall be entitled to receive (A) the form Accrued Obligations, subject to Executive’s continued compliance with paragraphs 6, 7 and 8 hereof, (B) an amount equal to the product of salary continuation at (x) two (2) and (y) the sum of Executive’s (I) Base Salary rate and (II) Target Bonus, payable in effect at a lump sum within sixty (60) days following the time Termination Date, (C) the Pro-Rata Amount, payable upon satisfaction of Executive's employment termination for a the conditions under paragraph 4(h) hereof, (D) continued Benefits from the Company during the period beginning on the Termination Date and ending on the first to occur of eighteen (18xx) the date twenty-four (24) months after the Termination Date and (yy) the first date after the date hereof on which Executive accepts employment termination (the “Enhanced Severance Period”); (ii) during the Enhanced Severance Period, from a company or other entity other than a member of the Company will pay Executive an additional monthly severance amount equal Group, and (E) outplacement services provided by a nationally-recognized outplacement firm, such services to one-twelfth (1/12) of the average annual cash bonus the Company paid Executive during the last three fiscal years prior to the termination date (or if Executive was not employed be commensurate with the Company for services commonly provided to a person in a position comparable to Executive’s position as Chief Executive Officer, subject, in each case, to withholding and other appropriate deductions. For purposes of this paragraph 4(b) “Change in Control” shall have the last three fiscal years, the average shall be calculated using the number of fiscal years Executive has been employed with meaning set forth in the Company); and (iii) during the Enhanced Severance Period, the Company will pay Executive an additional monthly severance amount equal to One Hundred Forty percent (140%) of the COBRA Premium Rate’s 2014 Omnibus Incentive Plan; provided, however, the payment of severance benefits to Executive under this Section 7.7(c) shall be reduced by the full amount that if such payments, when added to all other payments or benefits of any kind to Executive by reason of the Change in Control does not satisfy the requirements for a “change in ownership,” a “change in effective control” or a “change in the ownership of a substantial portion of the assets” of the Company constitutes an “excess parachute payment” within the meaning of Code Section 280G 409A, the amount payable in paragraph 4(b)(ii)(B) shall be paid in equal payroll installments over the twelve (12) month period provided in paragraph 4(a)(ii)(B). The Company and Executive acknowledge and agree that the consummation of the Internal Revenue Code transactions at the Closing Date as contemplated by the Purchase Agreement will not be a Change in Control for purposes of 1986, as amended (the “Code”). Subject to Section 7.8 and 7.9, the Company will pay the foregoing severance benefits during the Enhanced Severance Period in accordance with the Company's customary payroll practices and all such severance payments shall be subject to all applicable payroll tax withholdings. If this Section 7.7 applies, Executive is not entitled to the compensation under Section 7.4 or Section 7.5. Other than the foregoing, the Company shall have no further obligations to Executive under this Agreement.

Qualifying Termination in Connection with a Change in Control. If at any time within the Termination Date occurs on or in the twelve (12) months after following a Change in Control (as herein defined) due to Executive’s termination of the Company, Executive's employment under this Agreement is terminated by the Company without Cause or by Executive for Good Reasonpursuant to a Constructive Termination (“Change in Control Termination”), then, in lieu of the Company's obligation to pay or provide Executive compensation payments and benefits under this Agreement shall terminateset out in the preceding provisions of paragraph 4(a), except: (a) the Company shall pay Executive that portion of his Base Salary which shall have been earned through the termination date; (b) the Company shall pay or provide Executive such other payments or benefits, if any, which have accrued and vested hereunder before the termination date; and (c) subject to Sections 7.8 and 7.9 of this Agreement, the Company shall provide Executive with the following severance benefits: (i) the Employment Period shall be deemed to have ended as of the Termination Date and (ii) Executive shall be entitled to receive (A) the Accrued Obligations, and subject to Executive’s continued compliance with paragraphs 6, 7, 8 and 9 hereof, (B) an amount equal to one and one-half times (1.5X) Executive’s Base Salary in effect on the Termination Date, payable in equal monthly installments, in accordance with the Company’s normal payroll practices in effect on the Termination Date, for the eighteen (18) month period following the Termination Date, (C) the Pro-Rata amount as set forth in paragraph 4(a), (D) if the Executive and/or his dependents elect continuation coverage under COBRA, payment by the Company will pay of the COBRA premiums for the Executive severance compensation and/or his dependents in the form same amount paid by the Company prior to the Termination Date during the period beginning on the Termination Date and ending on the first to occur of salary continuation at (xx) the Base Salary rate in effect at the time of Executive's employment termination for a period of date eighteen (18) months after the employment termination Termination Date and (yy) the “Enhanced Severance Period”); first day Executive becomes eligible for similar benefits under another employer’s plans, (iiE) during the Enhanced Severance Period, the Company will pay Executive an additional monthly severance amount equal to one-twelfth (1/12) of the average annual cash bonus the Company paid Executive during the last three fiscal years prior to the termination extent allowed under the applicable plans, continued participation in the Company’s life, long-term disability, and group accident plans beginning on the Termination Date and ending on the first to occur of (xx) the date eighteen (or if 18) months after the Termination Date and (yy) the first day Executive was not employed becomes eligible for similar benefits under another employer’s plans, and (F) outplacement services provided by a nationally-recognized outplacement firm, such services to be commensurate with the Company for the last three fiscal years, the average shall be calculated using the number of fiscal years Executive has been employed services commonly provided to a person in a position comparable to Executive’s position with the Company); , subject, in each case, to withholding and (iiiother appropriate deductions. For purposes of this paragraph 4(b) during the Enhanced Severance Period, the Company will pay Executive an additional monthly severance amount equal to One Hundred Forty percent (140%) of the COBRA Premium Rate; provided, however, the payment of severance benefits to Executive under this Section 7.7(c) shall be reduced by the full amount that such payments, when added to all other payments or benefits of any kind to Executive by reason of the “Change in Control of the Company constitutes an “excess parachute paymentControl” within shall have the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”). Subject to Section 7.8 and 7.9, the Company will pay the foregoing severance benefits during the Enhanced Severance Period set forth in accordance with the Company's customary payroll practices and all such severance payments shall be subject to all applicable payroll tax withholdings. If this Section 7.7 applies, Executive is not entitled to the compensation under Section 7.4 or Section 7.5. Other than the foregoing, the Company shall have no further obligations to Executive under this Agreement’s 2014 Omnibus Incentive Plan.

Qualifying Termination in Connection with a Change in Control. If at any time within Executive’s employment terminates due to a Qualifying Termination that occurs during the period commencing ninety (90) days prior to the effective date of a Change in Control and ending twelve (12) months after following the effective date a Change in Control Control, then subject to Executive’s timely provision of an effective and irrevocable Release, and effective as of the Companylater of the Severance Commencement Date or the effective date of the Change in Control, Executive's employment under this Agreement is terminated by the Company without Cause or by Executive for Good Reason, the Company's obligation to pay or provide Executive compensation and benefits under this Agreement shall terminate, except: (a) the Company shall pay Executive that portion of his Base Salary which shall have been earned through the termination date; (b) the Company shall pay or provide Executive such other payments or benefits, if any, which have accrued and vested hereunder before the termination date; and (c) subject to Sections 7.8 and 7.9 of this Agreement, the Company shall provide Executive with the following severance benefits: (i) the Company ’s equity awards will pay Executive severance compensation accelerate vesting in the form of salary continuation at the Base Salary rate in effect at the time of Executive's employment termination for a period of eighteen (18) months after the employment termination (the “Enhanced Severance Period”); (ii) during the Enhanced Severance Period, the Company will pay Executive an additional monthly severance amount equal to one-twelfth (1/12) of the average annual cash bonus the Company paid Executive during the last three fiscal years prior to the termination date (or if Executive was not employed with the Company for the last three fiscal years, the average shall be calculated using the number of fiscal years Executive has been employed with the Company); and (iii) during the Enhanced Severance Period, the Company will pay Executive an additional monthly severance amount equal to One Hundred Forty percent (140%) of the COBRA Premium Ratefull; provided, however, that in order to give effect to the payment intent of severance benefits the foregoing provision, to Executive under this Section 7.7(c) shall be reduced the extent the Severance Commencement Date is later than the effective date of a Change in Control where the Executive’s equity award is not assumed, substituted or continued by the full amount that such paymentsacquiring or surviving entity, when added the vesting of Executive’s equity awards will be contingent upon Executive’s timely provision of an effective and irrevocable Release, but will be deemed to all other payments or benefits of any kind have been effective immediately prior to Executive by reason of the Change in Control Control. For purposes of determining the number 7. 508522 v6/RE of shares that will vest pursuant to the foregoing provision with respect to any performance based vesting equity award that has multiple vesting levels depending upon the level of performance, vesting acceleration shall occur with respect to the number of shares subject to the equity award as if the applicable performance criteria had been attained at a 100% level. In order to give effect to the intent of the Company constitutes an “excess parachute payment” within foregoing provision, notwithstanding anything to the meaning of Section 280G contrary set forth in Executive’s equity award agreements or the Equity Plan under which such equity award was granted that provides that any then unvested portion of the Internal Revenue Code equity award will immediately expire upon the Executive’s termination of 1986service, as amended no unvested portion of the Executive’s equity award shall generally terminate any earlier than ninety (90) days following any Qualifying Termination of the “Code”). Subject Executive’s employment that occurs prior to Section 7.8 and 7.9the effective date of a Change in Control; provided, however that after giving effect to the vesting acceleration provisions set forth above, the Company will pay the foregoing severance benefits during the Enhanced Severance Period in accordance with the Company's customary payroll practices and all such severance payments Executive’s equity awards shall be remain subject to all applicable payroll tax withholdings. If this Section 7.7 applies, Executive earlier termination in connection with a Corporate Transaction (as defined in the Equity Plan) in which the Executive’s equity award is not entitled assumed, substituted or continued by the acquiring or surviving entity as provided in the Equity Plan or substantially equivalent provisions applicable to the compensation under Section 7.4 or Section 7.5. Other than the foregoing, the Company shall have no further obligations to Executive under this AgreementExecutive’s equity award.

Qualifying Termination in Connection with a Change in Control. If at any time within twelve (12) months after a Change in Control of the Company, Executive's employment under this Agreement is terminated by the Company without Cause or by Executive for Good Reason, the Company's obligation to pay or provide Executive compensation and benefits under this Agreement shall terminate, except: (a) the Company shall pay Executive that portion of his Base Salary which shall have been earned through the termination date; (b) the Company shall pay or provide Executive such other payments or benefits, if any, which have accrued and vested hereunder before the termination date; and (c) subject to Sections 7.8 and 7.9 of this Agreement, the Company shall provide Executive with the following severance benefits: (i) the Company will pay Executive severance compensation in the form of salary continuation at the Base Salary rate in effect at the time of Executive's employment termination for a period of eighteen twenty-four (1824) months after the employment termination (the “Enhanced Severance Period”); (ii) during the Enhanced Severance Period, the Company will pay Executive an additional monthly severance amount equal to one-twelfth (1/12) of the average annual cash bonus the Company paid Executive during the last three fiscal years prior to the termination date (or if Executive was not employed with the Company for the last three fiscal years, the average shall be calculated using the number of fiscal years Executive has been employed with the Company); and (iii) during the Enhanced Severance Period, the Company will pay Executive an additional monthly severance amount equal to One Hundred Forty percent (140%) of the COBRA Premium Rate; provided, however, the payment of severance benefits to Executive under this Section 7.7(c) shall be reduced by the full amount that such payments, when added to all other payments or benefits of any kind to Executive by reason of the Change in Control of the Company constitutes an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”). Subject to Section 7.8 and 7.9, the Company will pay the foregoing severance benefits during the Enhanced Severance Period in accordance with the Company's customary payroll practices and all such severance payments shall be subject to all applicable payroll tax withholdings. If this Section 7.7 applies, Executive is not entitled to the compensation under Section 7.4 or Section 7.5. Other than the foregoing, the Company shall have no further obligations to Executive under this Agreement.