Common use of Rights Upon Termination of Employment Clause in Contracts

Rights Upon Termination of Employment. 8.1 If Employee’s employment with the Company is terminated by the Company or Employee for any reason upon or following the expiration of the Term, or if Employee’s employment with the Company is terminated during the Term by the Company for Cause (as defined below) or by Employee for any reason other than Good Reason (as defined below), or if Employee’s employment with the Company is terminated during the Term by reason of Employee’s death or Disability (as defined below), then: (i) the Company shall pay to Employee or his beneficiary or his estate, as the case may be, Employee’s Salary through the Termination Date, (ii) the Company shall pay any unpaid expense reimbursement that might have accrued prior to the Termination Date; and (iii) any securities held in the name of Employee, or any portion thereof, may be exercised to the extent Employee was entitled to do so as of the Termination Date in accordance with the terms of the applicable grant agreements and plan document(s) governing such securities. 8.2 If Employee’s employment with the Company is terminated during the Term by the Company for any reason other than for Cause or by the Employee for Good Reason, then: (i) the Company shall pay Employee’s Salary through the Termination Date, (ii) the Company shall pay any unpaid expense reimbursement that might have accrued prior to the Termination Date, (iii) subject to Section 8.7, any securities held in the name of Employee, or any portion thereof, shall vest or may be exercised by Employee during the six-month period immediately following the Termination Date as though Employee was entitled to do so as of the Termination Date in accordance with the terms of the applicable grant agreements and plan document(s) governing such securities, (iv) subject to Section 8.7 and only if the Termination Date occurs before a Change in Control (as defined in the Company’s 2011 Equity Incentive Plan) or if the Termination Date occurs after the one (1) year anniversary of such Change in Control, the Company shall pay Employee an amount equal to two times Employee’s annualized Salary as of the Termination Date, payable in 24 substantially equal monthly installments on or about the 15th day of each of the 24 months immediately following the Termination Date; provided, however, that any installments that otherwise would be payable between the Termination Date and the 60th day after the Termination Date shall be delayed until the 15th day of the calendar month that is more than 60 days after the Termination Date and included with the installment payable on such date, (v) subject to Section 8.7, the Company shall pay Employee an amount equal to two times Employee’s target Short Term Incentive award made pursuant to Section 3.2, less applicable withholdings, payable in 24 substantially equal monthly installments on or about the 15th day of each of the 24 months immediately following the Termination Date; provided, however, that any installments that otherwise would be payable between the Termination Date and the 60th day after the Termination Date shall be delayed until the 15th day of the calendar month that is more than 60 days after the Termination Date and included with the installment payable on such date, and (vi) subject to Section 8.7, if Employee is eligible for and takes all steps necessary to continue Employee’s and Employee’s Family’s group health and dental insurance coverage with the Company following the Termination Date (including completing and returning the forms necessary to elect COBRA coverage), the Company will (a) pay for the portion of the premium costs for such coverage that the Company would pay if Employee had remained employed by the Company, at the same level of coverage that was in effect as of the Termination Date, through the earliest of: (1) the 18-month month anniversary of the Termination Date, (2) the date Employee becomes eligible for group health and dental insurance coverage from any other employer, or (3) the date Employee is no longer eligible to continue Employee’s and Employee’s Family’s group health and dental insurance coverage with the Company under applicable law, and (b) pay Employee an amount equal to the Company’s portion of the first month COBRA premium costs for such coverage identified in Section 8.2(vi)(a) multiplied by six (6), payable in a lump sum on the Company’s first payroll that is more than 60 days after the Termination Date.

Rights Upon Termination of Employment. 8.1 (a) Except as provided in this Section 3, the Option may not be exercised after the holder thereof has ceased to be employed by the Company. (b) If Employee’s employment with the Company is terminated Optionee ceases to be employed by the Company or Employee its subsidiaries for cause, all options are immediately forfeited. (c) If the Optionee ceases to be employed by the Company or its subsidiaries due to voluntary termination or involuntary termination without cause, the Optionee or his or her legal representative may exercise the Option at any reason upon time within the period ending on the date three months after such cessation of employment to the extent that the Option was exercisable on the date of his or following her cessation of employment. (d) If the Optionee ceases to be employed by the Company or its subsidiaries due to mandatory retirement at age 65, the Optionee or his or her legal representative may exercise the Option at any time within the period beginning on the date of his or her retirement until the stated term of the Option. All unvested Options will continue to vest at their normal rate. (e) If the Optionee ceases to be employed by the Company or its subsidiaries due to retirement meeting the Company's guidelines for normal retirement, the Optionee or his or her legal representative may exercise the Option at any time within the period, beginning on the date of his or her voluntary retirement and ending on the earlier of five years from the date of such retirement by the Optionee or the expiration of the Termstated term of the Option, or if Employee’s employment with whichever period is shorter. (f) If the Company is terminated during the Term Optionee ceases to be employed by the Company for Cause (as defined below) or by Employee for any reason other than Good Reason (as defined below), or if Employee’s employment with the Company is terminated during the Term its subsidiaries by reason of Employee’s death or Disability (as defined below), then: (i) the Company shall pay to Employee or his beneficiary or his estate, as the case may be, Employee’s Salary through the Termination Date, (ii) the Company shall pay any unpaid expense reimbursement that might have accrued prior to the Termination Date; and expiration of his or her Option, the Optionee or his or her legal representative may exercise the Option at any time within the period ending on the date one year after such cessation of employment or the expiration of the stated term of the Option, whichever period is shorter. (iiig) any securities held in the name of Employee, or any portion thereof, may be exercised Notwithstanding anything to the extent Employee was entitled to do so as of the Termination Date contrary in accordance with the terms of the applicable grant agreements and plan document(s) governing such securities. 8.2 If Employee’s employment with the Company is terminated during the Term by the Company for any reason other than for Cause or by the Employee for Good Reason, then: (i) the Company shall pay Employee’s Salary through the Termination Date, (ii) the Company shall pay any unpaid expense reimbursement that might have accrued prior to the Termination Date, (iii) subject to this Section 8.7, any securities held in the name of Employee, or any portion thereof, shall vest or may be exercised by Employee during the six-month period immediately following the Termination Date as though Employee was entitled to do so as of the Termination Date in accordance with the terms of the applicable grant agreements and plan document(s) governing such securities, (iv) subject to Section 8.7 and only if the Termination Date occurs before a Change in Control (as defined in the Company’s 2011 Equity Incentive Plan) or if the Termination Date occurs after the one (1) year anniversary of such Change in Control3, the Company Option shall pay Employee an amount equal to two times Employee’s annualized Salary as of the Termination Datenot be exercisable later than 5:00 p.m. on January 20, payable in 24 substantially equal monthly installments on or about the 15th day of each of the 24 months immediately following the Termination Date; provided, however, that any installments that otherwise would be payable between the Termination Date and the 60th day after the Termination Date shall be delayed until the 15th day of the calendar month that is more than 60 days after the Termination Date and included with the installment payable on such date, (v) subject to Section 8.7, the Company shall pay Employee an amount equal to two times Employee’s target Short Term Incentive award made pursuant to Section 3.2, less applicable withholdings, payable in 24 substantially equal monthly installments on or about the 15th day of each of the 24 months immediately following the Termination Date; provided, however, that any installments that otherwise would be payable between the Termination Date and the 60th day after the Termination Date shall be delayed until the 15th day of the calendar month that is more than 60 days after the Termination Date and included with the installment payable on such date, and (vi) subject to Section 8.7, if Employee is eligible for and takes all steps necessary to continue Employee’s and Employee’s Family’s group health and dental insurance coverage with the Company following the Termination Date (including completing and returning the forms necessary to elect COBRA coverage), the Company will (a) pay for the portion of the premium costs for such coverage that the Company would pay if Employee had remained employed by the Company, at the same level of coverage that was in effect as of the Termination Date, through the earliest of: (1) the 18-month month anniversary of the Termination Date, (2) the date Employee becomes eligible for group health and dental insurance coverage from any other employer, or (3) the date Employee is no longer eligible to continue Employee’s and Employee’s Family’s group health and dental insurance coverage with the Company under applicable law, and (b) pay Employee an amount equal to the Company’s portion of the first month COBRA premium costs for such coverage identified in Section 8.2(vi)(a) multiplied by six (6), payable in a lump sum on the Company’s first payroll that is more than 60 days after the Termination Date2015.

Rights Upon Termination of Employment. 8.1 (a) If Employee’s employment with the Company is terminated by the Company or Employee for any reason upon or following the expiration of the Term, or if Employee’s employment with the Company is terminated during the Term by the Company for Cause reason of: (as defined belowi) Employee’s abandonment of his employment or by Employee Employee’s resignation for any reason other than Good Reason (as defined below), or if , (ii) termination of Employee’s employment with by the Company is terminated during the Term by reason of for Cause (as defined below), or (iii) Employee’s death or Disability (as defined below), then: (iA) the Company shall pay to Employee or his beneficiary or his estate, as the case may be, Employee’s Salary through the Termination Date, (iiB) the Company shall pay any unpaid expense reimbursement that might have accrued prior to the Termination Date; and (iiiC) any securities Securities held in the name of Employee, or any portion thereof, may be exercised to the extent Employee was entitled to do so as of the Termination Date in accordance with the terms of the applicable grant agreements and plan document(s) governing such securitiesSecurities. 8.2 (b) If Employee’s employment with the Company is terminated during the Term by the Company for any reason other than for Cause Cause, or by the Employee as a result of his resignation for Good ReasonReason (in either case, an “Involuntary Termination”), then: (i) the Company shall pay Employee’s Salary through the Termination Date, and (ii) the Company shall pay any unpaid expense reimbursement that might have accrued prior to the Termination Date. In addition, (iii) subject to Section 8.7, any securities held in the name of Employee, or any portion thereof, shall vest or may be exercised by Employee if an Involuntary Termination occurs during the six-month period immediately following Term and the Termination Date as though Employee was entitled to do so as of the Termination Date in accordance with the terms of the applicable grant agreements and plan document(s) governing such securities, (iv) subject to Section 8.7 and only if the Termination Date occurs is before a Change in Control or within twenty-four (as defined in the Company’s 2011 Equity Incentive Plan24) or if the Termination Date occurs months after the one (1) year anniversary of such a Change in Control, then, subject to Section 8(g) below, (x) the Company shall pay Employee an amount a single lump sum payment equal to two times twice Employee’s annualized Salary as of the Termination Date, payable in 24 substantially equal monthly installments on or about the 15th day of each of the 24 months immediately following the Termination Date; provided, however, that any installments that otherwise would be payable between the Termination Date and the 60th day after the Termination Date shall be delayed until the 15th day of the calendar month that is more than 60 days after the Termination Date and included with the installment payable on such date, (v) subject to Section 8.7, the Company shall pay Employee an amount equal to two times Employee’s target Short Term Incentive award made pursuant to Section 3.2, less applicable withholdings, payable in 24 substantially equal monthly installments to Employee on or about the 15th day of each of the 24 months immediately following the Termination Date; provided, however, that any installments that otherwise would be payable between the Termination Date and the 60th sixtieth (60th) calendar day after the Termination Date shall be delayed until the 15th day of the calendar month that is more than 60 days after the Termination Date and included with the installment payable on such date, and (vi) subject to Section 8.7, if Employee is eligible for and takes all steps necessary to continue Employee’s and Employee’s Family’s group health and dental insurance coverage with the Company following the Termination Date (including completing and returning the forms necessary to elect COBRA coverage), the Company will (a) pay for the portion of the premium costs for such coverage that the Company would pay if Employee had remained employed by the Company, at the same level of coverage that was in effect as of the Termination Date, through the earliest of: (1) the 18-month month anniversary of the Termination Date, (2y) the date Employee becomes eligible for group health and dental insurance coverage from any other employerCompany shall, or no later than sixtieth (360th) the date Employee is no longer eligible to continue Employee’s and Employee’s Family’s group health and dental insurance coverage with the Company under applicable law, and (b) pay Employee an amount equal to the Company’s portion of the first month COBRA premium costs for such coverage identified in Section 8.2(vi)(a) multiplied by six (6), payable in a lump sum on the Company’s first payroll that is more than 60 days calendar day after the Termination Date, issue pre-payment of the remaining lease term of Employee’s Company vehicle to enable Employee’s continued use of such vehicle through the remaining lease term of such vehicle, along with a lump sum payment to Employee of the estimated insurance premiums for such vehicle through the remaining lease terms, and (z) Employee and Employee’s Family shall have the right for one year after the Termination Date to continue to participate in the Company’s benefit plans described in Section 6(c) above, with the Company continuing to pay all applicable insurance premiums (provided the Employee and Employee’s Family meets the eligibility requirements for each such individual plan or program).

Rights Upon Termination of Employment. 8.1 If Employeethe Optionee’s employment with the Company (or service as a non-employee director) is terminated by the Company or Employee for any reason upon or following the expiration of the Term, or if Employee’s employment with the Company is terminated during the Term by the Company for Cause (as defined below) or by Employee for any reason other than Good Reason death, disability or retirement, including without limitation the sale of a subsidiary for which the Optionee was and continues to be an employee, the Optionee (or the Optionee’s estate (as defined below)in Section 6) may, within the 30-day period following termination, exercise the Option to the extent exercisable at termination but in no event after the expiration of the term of the Option. Notwithstanding the foregoing, if the Optionee’s termination is on account of misconduct or if Employee’s employment with any act that is adverse to the Company, the Option shall expire as of the date of termination. Additionally, the Company is terminated during shall have the Term by reason of Employee’s death or Disability (as defined below)sole and absolute right to cancel the Option, thenand this Option shall expire in full, if the Optionee: (i) is convicted of, or enters a plea of nolo contendere to, a felony; (ii) breaches any provision of any employment, non-disclosure, non-competition, non-solicitation or other similar agreement executed by the Optionee for the benefit of the Company; or (iii) operates, develops, engages in or accepts employment (or consulting work), owns a material interest in, or otherwise gives assistance to, any person, firm or corporation engaged in the ownership or management of a business substantially similar to that of, or in competition with the Company or its affiliates. Further, if it is determined that the Optionee has engaged in any of the above conduct at any time in the 12-month period following the exercise of the Option hereunder, the Optionee shall return, and the Company shall pay have the right to Employee recover and collect, any and all gains and profits the Optionee has realized or his beneficiary or his estate, as recognized in connection with the case may be, Employee’s Salary through exercise of the Termination Date, Option hereunder. The good faith determination by the Board of Directors (ii) the Company shall pay any unpaid expense reimbursement that might have accrued prior to the Termination Date; and (iii) any securities held in the name of Employee, or any portion thereof, may be exercised committee to which the extent Employee was entitled to do so as Board of Directors has delegated the administration of the Termination Date in accordance with the terms of the applicable grant agreements and plan document(s) governing such securities. 8.2 If Employee’s employment with the Company is terminated during the Term by the Company for any reason other than for Cause or by the Employee for Good Reason, then: (i) the Company shall pay Employee’s Salary through the Termination Date, (ii) the Company shall pay any unpaid expense reimbursement that might have accrued prior to the Termination Date, (iii) subject to Section 8.7, any securities held in the name of Employee, or any portion thereof, shall vest or may be exercised by Employee during the six-month period immediately following the Termination Date as though Employee was entitled to do so as of the Termination Date in accordance with the terms of the applicable grant agreements and plan document(s) governing such securities, (iv) subject to Section 8.7 and only if the Termination Date occurs before a Change in Control (as defined in the Company’s 2011 Equity Incentive Option Plan) or if as to whether the Termination Date occurs after the one (1) year anniversary of such Change in Control, the Company shall pay Employee an amount equal to two times Employee’s annualized Salary as of the Termination Date, payable in 24 substantially equal monthly installments on or about the 15th day of each of the 24 months immediately following the Termination Date; provided, however, that any installments that otherwise would be payable between the Termination Date and the 60th day after the Termination Date Option shall be delayed until the 15th day of the calendar month that is more than 60 days after the Termination Date and included with the installment payable on such date, (v) subject cancelled or as to Section 8.7, the Company shall pay Employee an amount equal to two times Employee’s target Short Term Incentive award made pursuant to Section 3.2, less applicable withholdings, payable in 24 substantially equal monthly installments on or about the 15th day of each of the 24 months immediately following the Termination Date; provided, however, that any installments that otherwise would whether gains must be payable between the Termination Date and the 60th day after the Termination Date returned shall be delayed until the 15th day of the calendar month that is more than 60 days after the Termination Date final and included with the installment payable on such date, and (vi) subject to Section 8.7, if Employee is eligible binding for and takes all steps necessary to continue Employee’s and Employee’s Family’s group health and dental insurance coverage with the Company following the Termination Date (including completing and returning the forms necessary to elect COBRA coverage), the Company will (a) pay for the portion of the premium costs for such coverage that the Company would pay if Employee had remained employed by the Company, at the same level of coverage that was in effect as of the Termination Date, through the earliest of: (1) the 18-month month anniversary of the Termination Date, (2) the date Employee becomes eligible for group health and dental insurance coverage from any other employer, or (3) the date Employee is no longer eligible to continue Employee’s and Employee’s Family’s group health and dental insurance coverage with the Company under applicable law, and (b) pay Employee an amount equal to the Company’s portion of the first month COBRA premium costs for such coverage identified in Section 8.2(vi)(a) multiplied by six (6), payable in a lump sum on the Company’s first payroll that is more than 60 days after the Termination Datepurposes hereunder.

Rights Upon Termination of Employment. 8.1 If Employee’s employment with the Company is terminated by the Company or Employee for any reason upon or following the expiration of the Term, or if Employee’s employment with the Company is terminated during the Term by the Company for Cause (as defined below) or by Employee for any reason other than Good Reason (as defined below), or if Employee’s employment with the Company is terminated during the Term by reason of Employee’s death or Disability (as defined below), then: (i) the Company shall pay to Employee or his beneficiary or his estate, as the case may be, Employee’s Salary through the Termination Date, (ii) the Company shall pay any unpaid expense reimbursement that might have accrued prior to the Termination Date; and (iii) any securities held in the name of Employee, or any portion thereof, may be exercised to the extent Employee was entitled to do so as of the Termination Date in accordance with the terms of the applicable grant agreements and plan document(s) governing such securities. 8.2 If Employee’s employment with the Company is terminated during the Term by the Company for any reason other than for Cause or by the Employee for Good Reason, then: (i) the Company shall pay Employee’s Salary through the Termination Date, (ii) the Company shall pay any unpaid expense reimbursement that might have accrued prior to the Termination Date, (iii) subject to Section 8.7, any securities held in the name of Employee, or any portion thereof, shall vest or may be exercised by Employee during to the six-month period immediately following the Termination Date as though extent Employee was entitled to do so as of the Termination Date in accordance with the terms of the applicable grant agreements and plan document(s) governing such securities, and (iv) subject to Section 8.7 and only if the Termination Date occurs before a Change in Control (as defined in the Company’s 2011 Equity Incentive Plan) or if the Termination Date occurs after the one (1) year anniversary of such Change in Control8.7, the Company shall pay Employee an amount equal to two one (1) times the sum of Employee’s annualized Salary as of the Termination Date, less applicable withholdings, plus the pro rata portion (based on the portion of the current fiscal year elapsed as of the Termination Date) of the greater of (x) the Employee’s actual annual incentive bonus paid under Section 3.2 with respect to the most recent completed fiscal year of the Company and (y) the Employee’s target annual incentive bonus under Section 3.2 with respect to the fiscal year in which the Termination Date occurs. Such sum will be payable in 24 substantially equal monthly installments on or about the 15th day of each of the 24 months immediately following the Termination Date; provided, however, that any installments that otherwise would be payable between the Termination Date and the 60th day after the Termination Date shall be delayed until the 15th day of the calendar month that is more than 60 days after the Termination Date and included with the installment payable on such date, (v) subject to Section 8.7, the Company . 8.3 Termination of Employee for “Cause” shall pay Employee an amount equal to two times Employee’s target Short Term Incentive award made pursuant to Section 3.2, less applicable withholdings, payable in 24 substantially equal monthly installments on or about the 15th day of each mean any of the 24 months immediately following the Termination Date; provided, however, that any installments that otherwise would be payable between the Termination Date and the 60th day after the Termination Date shall be delayed until the 15th day of the calendar month that is more than 60 days after the Termination Date and included with the installment payable on such date, and (vi) subject to Section 8.7, if Employee is eligible for and takes all steps necessary to continue acts by Employee’s and Employee’s Family’s group health and dental insurance coverage with the Company following the Termination Date (including completing and returning the forms necessary to elect COBRA coverage), the Company will (a) pay for the portion of the premium costs for such coverage that the Company would pay if Employee had remained employed by the Company, at the same level of coverage that was in effect as of the Termination Date, through the earliest of: (1) the 18-month month anniversary of the Termination Date, (2) the date Employee becomes eligible for group health and dental insurance coverage from any other employer, or (3) the date Employee is no longer eligible to continue Employee’s and Employee’s Family’s group health and dental insurance coverage with the Company under applicable law, and (b) pay Employee an amount equal to the Company’s portion of the first month COBRA premium costs for such coverage identified in Section 8.2(vi)(a) multiplied by six (6), payable in a lump sum on the Company’s first payroll that is more than 60 days after the Termination Date.:

Rights Upon Termination of Employment. 8.1 (a) If Employee’s employment with the Company is terminated by the Company or Employee for any reason upon or following the expiration of the Term, or if Employee’s employment with the Company is terminated during the Term by the Company for Cause reason of: (as defined belowi) Employee’s abandonment of Employee’s employment or by Employee Employee’s resignation for any reason other than Good Reason (as defined below), or if , (ii) termination of Employee’s employment with by the Company is terminated during the Term by reason of for Cause (as defined below), or (iii) Employee’s death or Disability (as defined below), then: (iA) the Company shall pay to Employee or his Employee’s beneficiary or his Employee’s estate, as the case may be, Employee’s Salary through the Termination Date, and (iiB) the Company shall pay any unpaid expense reimbursement that might have accrued prior to the Termination Date; and (iii) any securities held in the name of Employee, or any portion thereof, may be exercised to the extent Employee was entitled to do so as of the Termination Date in accordance with the terms of the applicable grant agreements and plan document(s) governing such securities. 8.2 (b) If Employee’s employment with the Company is terminated during the Term by the Company for any reason other than for Cause Cause, or by the Employee as a result of Employee’s resignation for Good ReasonReason (in either case, an “Involuntary Termination”), then: (i) the Company shall pay Employee’s Salary through the Termination Date, (ii) the Company shall pay any unpaid expense reimbursement that might have accrued prior to the Termination Date, and (iii) subject to Section 8.7, any securities held in the name of Employee, or any portion thereof, shall vest or may be exercised by Employee during the six-month period immediately following the Termination Date as though Employee was entitled to do so as of the Termination Date in accordance with the terms of the applicable grant agreements and plan document(s7(g) governing such securities, (iv) subject to Section 8.7 and only if the Termination Date occurs before a Change in Control (as defined in the Company’s 2011 Equity Incentive Plan) or if the Termination Date occurs after the one (1) year anniversary of such Change in Controlbelow, the Company shall pay Employee an amount a single lump sum payment equal to two one (1) times Employee’s annualized Salary as of the Termination Date, less applicable withholdings, payable in 24 substantially equal monthly installments to Employee on or about the 15th day of each of the 24 months immediately following the Termination Date; provided, however, that any installments that otherwise would be payable between the Termination Date and the 60th day after the Termination Date shall be delayed until the 15th day of the calendar month Company’s first regular payroll date that is more than 60 sixty (60) days after the Termination Date and included with but in no event later than the installment payable on such date, seventy-fifth (v75th) subject to Section 8.7, the Company shall pay Employee an amount equal to two times Employee’s target Short Term Incentive award made pursuant to Section 3.2, less applicable withholdings, payable in 24 substantially equal monthly installments on or about the 15th calendar day of each of the 24 months immediately following the Termination Date; provided, however, that any installments that otherwise would be payable between the Termination Date and the 60th day after the Termination Date shall be delayed until the 15th day of the calendar month that is more than 60 days after the Termination Date and included with the installment payable on such date, and (vi) subject to Section 8.7, if Employee is eligible for and takes all steps necessary to continue Employee’s and Employee’s Family’s group health and dental insurance coverage with the Company following the Termination Date (including completing and returning the forms necessary to elect COBRA coverage), the Company will (a) pay for the portion of the premium costs for such coverage that the Company would pay if Employee had remained employed by the Company, at the same level of coverage that was in effect as of the Termination Date, through the earliest of: (1) the 18-month month anniversary of the Termination Date, (2) the date Employee becomes eligible for group health and dental insurance coverage from any other employer, or (3) the date Employee is no longer eligible to continue Employee’s and Employee’s Family’s group health and dental insurance coverage with the Company under applicable law, and (b) pay Employee an amount equal to the Company’s portion of the first month COBRA premium costs for such coverage identified in Section 8.2(vi)(a) multiplied by six (6), payable in a lump sum on the Company’s first payroll that is more than 60 days after the Termination Date.

Rights Upon Termination of Employment. 8.1 (a) If Employee’s employment with the Company is terminated by the Company or Employee for any reason upon or following the expiration of the Term, or if Employee’s employment with the Company is terminated during the Term by the Company for Cause reason of: (as defined belowi) Employee’s abandonment of his employment or by Employee Employee’s resignation for any reason other than Good Reason (as defined below), or if (ii) termination of Employee’s employment with by the Company is terminated during the Term by reason of for Cause (as defined below), or (iii) Employee’s death or Disability (as defined below), then: (iA) the Company shall pay to Employee or his beneficiary or his estate, as the case may be, Employee’s Salary through the Termination Date, (iiB) the Company shall pay any unpaid expense reimbursement that might have accrued prior to the Termination Date; and (iiiC) any securities Securities held in the name of Employee, or any portion thereof, may be exercised to the extent Employee was entitled to do so as of the Termination Date in accordance with the terms of the applicable grant agreements and plan document(s) governing such securitiesSecurities. 8.2 (b) If Employee’s employment with the Company is terminated during the Term by the Company for any reason other than for Cause Cause, or by the Employee as a result of his resignation for Good ReasonReason (in either case, an “Involuntary Termination”), then: (i) the Company shall pay Employee’s Salary through the Termination Date, and (ii) the Company shall pay any unpaid expense reimbursement that might have accrued prior to the Termination Date. In addition, (iii) subject to Section 8.7, any securities held in the name of Employee, or any portion thereof, shall vest or may be exercised by Employee if an Involuntary Termination occurs during the six-month period immediately following Term and the Termination Date as though Employee was entitled to do so as of the Termination Date in accordance with the terms of the applicable grant agreements and plan document(s) governing such securities, (iv) subject to Section 8.7 and only if the Termination Date occurs is before a Change in Control or within twenty-four (as defined in the Company’s 2011 Equity Incentive Plan24) or if the Termination Date occurs months after the one (1) year anniversary of such a Change in Control, then, subject to Section 8(g) below and any delayed payment requirements under Section 409A of the Code, including the six month wait, if applicable, (x) the Company shall pay Employee an amount a single lump sum payment equal to two times one multiplied by Employee’s annualized Salary as of the Termination Date, payable in 24 substantially equal monthly installments on or about the 15th day of each of the 24 months immediately following the Termination Date; provided, however, that any installments that otherwise would be payable between the Termination Date and the 60th day after the Termination Date shall be delayed until the 15th day of the calendar month that is more than 60 days after the Termination Date and included with the installment payable on such date, (v) subject to Section 8.7, the Company shall pay Employee an amount equal to two times Employee’s target Short Term Incentive award made pursuant to Section 3.2, less applicable withholdings, payable in 24 substantially equal monthly installments to Employee on or about the 15th day of each of the 24 months immediately following the Termination Date; provided, however, that any installments that otherwise would be payable between the Termination Date and the 60th sixtieth (60th) calendar day after the Termination Date Date, and (y) Employee and Employee’s Family shall be delayed until have the 15th day of the calendar month that is more than 60 days right for one year after the Termination Date and included to continue to participate in the Company’s benefit plans described in Section 6(c) above, with the installment payable on such date, and Company continuing to pay all applicable insurance premiums (vi) subject to Section 8.7, if provided the Employee is eligible for and takes all steps necessary to continue Employee’s and Employee’s Family’s group health and dental insurance coverage with Family meets the Company following the Termination Date (including completing and returning the forms necessary to elect COBRA coverageeligibility requirements for each such individual plan or program), the Company will (a) pay for the portion of the premium costs for such coverage that the Company would pay if Employee had remained employed by the Company, at the same level of coverage that was in effect as of the Termination Date, through the earliest of: (1) the 18-month month anniversary of the Termination Date, (2) the date Employee becomes eligible for group health and dental insurance coverage from any other employer, or (3) the date Employee is no longer eligible to continue Employee’s and Employee’s Family’s group health and dental insurance coverage with the Company under applicable law, and (b) pay Employee an amount equal to the Company’s portion of the first month COBRA premium costs for such coverage identified in Section 8.2(vi)(a) multiplied by six (6), payable in a lump sum on the Company’s first payroll that is more than 60 days after the Termination Date.. 5

Rights Upon Termination of Employment. 8.1 (a) Except as provided in this Section 3, the Option may not be exercised after the holder thereof has ceased to be employed by the Company. (b) If Employee’s employment with the Company is terminated Optionee ceases to be employed by the Company or Employee its subsidiaries for cause, all options are immediately forfeited. (c) If the Optionee ceases to be employed by the Company or its subsidiaries due to voluntary termination or involuntary termination without cause, the Optionee or his or her legal representative may exercise the Option at any reason upon time within the period ending on the date three months after such cessation of employment to the extent that the Option was exercisable on the date of his or following her cessation of employment. (d) If the Optionee ceases to be employed by the Company or its subsidiaries due to mandatory retirement at age 65, the Optionee or his or her legal representative may exercise the Option at any time within the period beginning on the date of his or her retirement until the stated term of the Option. All unvested Options will continue to vest at their normal rate. (e) If the Optionee ceases to be employed by the Company or its subsidiaries due to retirement meeting the Company's guidelines for normal retirement, the Optionee or his or her legal representative may exercise the Option at any time within the period, beginning on the date of his or her voluntary retirement and ending on the earlier of five years from the date of such retirement by the Optionee or the expiration of the Termstated term of the Option, or if Employee’s employment with whichever period is shorter. (f) If the Company is terminated during the Term Optionee ceases to be employed by the Company for Cause (as defined below) or by Employee for any reason other than Good Reason (as defined below), or if Employee’s employment with the Company is terminated during the Term its subsidiaries by reason of Employee’s death or Disability (as defined below), then: (i) the Company shall pay to Employee or his beneficiary or his estate, as the case may be, Employee’s Salary through the Termination Date, (ii) the Company shall pay any unpaid expense reimbursement that might have accrued prior to the Termination Date; and expiration of his or her Option, the Optionee or his or her legal representative may exercise the Option at any time within the period ending on the date one year after such cessation of employment or the expiration of the stated term of the Option, whichever period is shorter. (iiig) any securities held in the name of Employee, or any portion thereof, may be exercised Notwithstanding anything to the extent Employee was entitled to do so as of the Termination Date contrary in accordance with the terms of the applicable grant agreements and plan document(s) governing such securities. 8.2 If Employee’s employment with the Company is terminated during the Term by the Company for any reason other than for Cause or by the Employee for Good Reason, then: (i) the Company shall pay Employee’s Salary through the Termination Date, (ii) the Company shall pay any unpaid expense reimbursement that might have accrued prior to the Termination Date, (iii) subject to this Section 8.7, any securities held in the name of Employee, or any portion thereof, shall vest or may be exercised by Employee during the six-month period immediately following the Termination Date as though Employee was entitled to do so as of the Termination Date in accordance with the terms of the applicable grant agreements and plan document(s) governing such securities, (iv) subject to Section 8.7 and only if the Termination Date occurs before a Change in Control (as defined in the Company’s 2011 Equity Incentive Plan) or if the Termination Date occurs after the one (1) year anniversary of such Change in Control3, the Company Option shall pay Employee an amount equal to two times Employee’s annualized Salary as of the Termination Date, payable in 24 substantially equal monthly installments not be exercisable later than 5:00 p.m. on or about the 15th day of each of the 24 months immediately following the Termination Date; provided, however, that any installments that otherwise would be payable between the Termination Date and the 60th day after the Termination Date shall be delayed until the 15th day of the calendar month that is more than 60 days after the Termination Date and included with the installment payable on such {date, (v) subject to Section 8.7, the Company shall pay Employee an amount equal to two times Employee’s target Short Term Incentive award made pursuant to Section 3.2, less applicable withholdings, payable in 24 substantially equal monthly installments on or about the 15th day of each of the 24 months immediately following the Termination Date; provided, however, that any installments that otherwise would be payable between the Termination Date and the 60th day after the Termination Date shall be delayed until the 15th day of the calendar month that is more than 60 days after the Termination Date and included with the installment payable on such date, and (vi) subject to Section 8.7, if Employee is eligible for and takes all steps necessary to continue Employee’s and Employee’s Family’s group health and dental insurance coverage with the Company following the Termination Date (including completing and returning the forms necessary to elect COBRA coverage), the Company will (a) pay for the portion of the premium costs for such coverage that the Company would pay if Employee had remained employed by the Company, at the same level of coverage that was in effect as of the Termination Date, through the earliest of: (1) the 18-month month anniversary of the Termination Date, (2) the date Employee becomes eligible for group health and dental insurance coverage from any other employer, or (3) the date Employee is no longer eligible to continue Employee’s and Employee’s Family’s group health and dental insurance coverage with the Company under applicable law, and (b) pay Employee an amount equal to the Company’s portion of the first month COBRA premium costs for such coverage identified in Section 8.2(vi)(a) multiplied by six (6), payable in a lump sum on the Company’s first payroll that is more than 60 days after the Termination Date}.

Rights Upon Termination of Employment. 8.1 (a) If Employee’s employment with the Company is terminated by the Company or Employee for any reason upon or following the expiration of the Term, or if Employee’s employment with the Company is terminated during the Term by the Company for Cause reason of: (as defined belowi) Employee’s abandonment of his employment or by Employee Employee’s resignation for any reason other than Good Reason (as defined below), or if , (ii) termination of Employee’s employment with by the Company is terminated during the Term by reason of for Cause (as defined below), or (iii) Employee’s death or Disability (as defined below), then: (iA) the Company shall pay to Employee or his beneficiary or his estate, as the case may be, Employee’s Salary through the Termination Date, (iiB) the Company shall pay any unpaid expense reimbursement that might have accrued prior to the Termination Date; and (iiiC) any securities Securities held in the name of Employee, or any portion thereof, may be exercised to the extent Employee was entitled to do so as of the Termination Date in accordance with the terms of the applicable grant agreements and plan document(s) governing such securitiesSecurities. 8.2 (b) If Employee’s employment with the Company is terminated during the Term by the Company for any reason other than for Cause Cause, or by the Employee as a result of his resignation for Good ReasonReason (in either case, an “Involuntary Termination”), then: (i) the Company shall pay Employee’s Salary through the Termination Date, and (ii) the Company shall pay any unpaid expense reimbursement that might have accrued prior to the Termination Date. In addition, if an Involuntary Termination occurs during the Term and the Termination Date is before a Change in Control or within twenty-four (iii24) months after a Change in Control, then, subject to Section 8.78(g) below, any securities (x) the Company shall pay Employee a single lump sum payment equal to Employee’s annualized Salary as of the Termination Date, less applicable withholdings, payable to Employee on the sixtieth (60th) calendar day after the Termination Date, (y) the Company shall, no later than sixtieth (60th) calendar day after the Termination Date, issue pre-payment of the remaining lease term of Employee’s Company vehicle to enable Employee’s continued use of such vehicle through the remaining lease term of such vehicle, along with a lump sum payment to Employee of the estimated insurance premiums for such vehicle through the remaining lease terms. Further, if an Involuntary Termination occurs during the Term and the Termination Date is before a Change in Control, then, subject to Section 8(g) below, (z) all Securities held in the name of Employee, or any portion thereof, as of the Termination Date shall vest accelerate, become 100% vested and become immediately exercisable upon the Termination Date. If an Involuntary Termination occurs during the Term and the Termination Date is after a Change in Control, then any Securities held in the name of Employee, or any portion thereof, may be exercised by Employee during to the six-month period immediately following the Termination Date as though extent Employee was entitled to do so as of the Termination Date in accordance with the terms of the applicable grant agreements and plan document(s) governing such securities, (iv) subject to Section 8.7 and only if the Termination Date occurs before a Change in Control (as defined in the Company’s 2011 Equity Incentive Plan) or if the Termination Date occurs after the one (1) year anniversary of such Change in Control, the Company shall pay Employee an amount equal to two times Employee’s annualized Salary as of the Termination Date, payable in 24 substantially equal monthly installments on or about the 15th day of each of the 24 months immediately following the Termination Date; provided, however, that any installments that otherwise would be payable between the Termination Date and the 60th day after the Termination Date shall be delayed until the 15th day of the calendar month that is more than 60 days after the Termination Date and included with the installment payable on such date, (v) subject to Section 8.7, the Company shall pay Employee an amount equal to two times Employee’s target Short Term Incentive award made pursuant to Section 3.2, less applicable withholdings, payable in 24 substantially equal monthly installments on or about the 15th day of each of the 24 months immediately following the Termination Date; provided, however, that any installments that otherwise would be payable between the Termination Date and the 60th day after the Termination Date shall be delayed until the 15th day of the calendar month that is more than 60 days after the Termination Date and included with the installment payable on such date, and (vi) subject to Section 8.7, if Employee is eligible for and takes all steps necessary to continue Employee’s and Employee’s Family’s group health and dental insurance coverage with the Company following the Termination Date (including completing and returning the forms necessary to elect COBRA coverage), the Company will (a) pay for the portion of the premium costs for such coverage that the Company would pay if Employee had remained employed by the Company, at the same level of coverage that was in effect as of the Termination Date, through the earliest of: (1) the 18-month month anniversary of the Termination Date, (2) the date Employee becomes eligible for group health and dental insurance coverage from any other employer, or (3) the date Employee is no longer eligible to continue Employee’s and Employee’s Family’s group health and dental insurance coverage with the Company under applicable law, and (b) pay Employee an amount equal to the Company’s portion of the first month COBRA premium costs for such coverage identified in Section 8.2(vi)(a) multiplied by six (6), payable in a lump sum on the Company’s first payroll that is more than 60 days after the Termination DateSecurities.

Rights Upon Termination of Employment. 8.1 (a) If Employee’s employment with the Company is terminated by the Company or Employee for any reason upon or following the expiration of the Term, or if Employee’s employment with the Company is terminated during the Term by the Company for Cause (as defined below) or by Employee for any reason other than Good Reason (as defined below), or if Employee’s employment with the Company is terminated during the Term by reason of Employee’s death or Disability (as defined below)reason, then: (iA) the Company shall pay to Employee or his beneficiary or his estate, as the case may be, Employee’s Salary through the Termination Date, (iiB) the Company shall pay any unpaid expense reimbursement that might have accrued prior to the Termination Date; and (iiiC) any securities Securities held in the name of Employee, or any portion thereof, may be exercised to the extent Employee was entitled to do so as of the Termination Date in accordance with the terms of the applicable grant agreements and plan document(s) governing such securities. 8.2 If Employee’s employment with the Company is terminated during the Term Securities; and (D) unless such termination was by the Company for any reason other than Cause (as defined below), Employee and Employee’s Family shall have the right for Cause or by two years after the Termination Date to continue to participate in the Company’s benefit plans described in Section 5(b) above, with the Company continuing to pay all applicable insurance premiums (provided the Employee and Employee’s Family meets the eligibility requirements for Good Reasoneach such individual plan or program). (b) In the event of termination of Employee’s employment, then: (i) the sole obligation of the Company shall pay Employee’s Salary be its obligation to make the payments called for by Section 7(a) hereof, and the Company shall have no other obligation to Employee or to his beneficiary or his estate, except for compensation earned for services performed through the Termination DateDate or as otherwise provided by law, under the terms of any other applicable agreement between Employee and the Company or under the terms of any employee benefit plans or programs then maintained by the Company in which Employee participates. (iic) Notwithstanding the foregoing provisions of this Section 7, the Company shall pay any unpaid expense reimbursement that might not be obligated to provide the consideration under Section 7(a)(D) hereof unless Employee shall have accrued prior to the Termination Date, (iii) subject to Section 8.7, any securities held signed a release of claims in the name of Employee, or any portion thereof, shall vest or may be exercised by Employee during the six-month period immediately following the Termination Date as though Employee was entitled to do so as favor of the Termination Date Company in accordance a form to be prescribed by the Company, all applicable consideration periods and rescission periods provided by law shall have expired and Employee is in strict compliance with the terms of the applicable grant agreements and plan document(s) governing such securities, (iv) subject to Section 8.7 and only if the Termination Date occurs before a Change in Control (as defined in the Company’s 2011 Equity Incentive Plan) or if the Termination Date occurs after the one (1) year anniversary of such Change in Control, the Company shall pay Employee an amount equal to two times Employee’s annualized Salary this Agreement as of the Termination Date, payable in 24 substantially equal monthly installments on or about the 15th day dates of each of the 24 months immediately following the Termination Date; provided, however, that any installments that otherwise would be payable between the Termination Date and the 60th day after the Termination Date shall be delayed until the 15th day of the calendar month that is more than 60 days after the Termination Date and included with the installment payable on such date, (v) subject to Section 8.7, the Company shall pay Employee an amount equal to two times Employee’s target Short Term Incentive award made pursuant to Section 3.2, less applicable withholdings, payable in 24 substantially equal monthly installments on or about the 15th day of each of the 24 months immediately following the Termination Date; provided, however, that any installments that otherwise would be payable between the Termination Date and the 60th day after the Termination Date shall be delayed until the 15th day of the calendar month that is more than 60 days after the Termination Date and included with the installment payable on such date, and (vi) subject to Section 8.7, if Employee is eligible for and takes all steps necessary to continue Employee’s and Employee’s Family’s group health and dental insurance coverage with the Company following the Termination Date (including completing and returning the forms necessary to elect COBRA coverage), the Company will (a) pay for the portion of the premium costs for such coverage that the Company would pay if Employee had remained employed by the Company, at the same level of coverage that was in effect as of the Termination Date, through the earliest of: (1) the 18-month month anniversary of the Termination Date, (2) the date Employee becomes eligible for group health and dental insurance coverage from any other employer, or (3) the date Employee is no longer eligible to continue Employee’s and Employee’s Family’s group health and dental insurance coverage with the Company under applicable law, and (b) pay Employee an amount equal to the Company’s portion of the first month COBRA premium costs for such coverage identified in Section 8.2(vi)(a) multiplied by six (6), payable in a lump sum on the Company’s first payroll that is more than 60 days after the Termination Datepayments.

Rights Upon Termination of Employment. 8.1 If Employee’s employment with the Company is terminated by the Company or Employee for any reason upon or following the expiration of the Term, or if Employee’s employment with the Company is terminated during the Term by the Company for Cause (as defined below) or by Employee for any reason other than Good Reason (as defined below), or if Employee’s employment with the Company is terminated during the Term by reason of Employee’s death or Disability (as defined below), then: (i) the Company shall pay to Employee or his beneficiary or his estate, as the case may be, Employee’s Salary through the Termination Date, (ii) the Company shall pay any unpaid expense reimbursement that might have accrued prior to the Termination Date; and (iii) any securities held in the name of Employee, or any portion thereof, may be exercised to the extent Employee was entitled to do so as of the Termination Date in accordance with the terms of the applicable grant agreements and plan document(s) governing such securities. 8.2 If Employee’s employment with the Company is terminated during the Term by the Company for any reason other than for Cause or by the Employee for Good Reason, then: (i) the Company shall pay Employee’s Salary through the Termination Date, (ii) the Company shall pay any unpaid expense reimbursement that might have accrued prior to the Termination Date, (iii) subject to Section 8.7, any securities held in the name of Employee, or any portion thereof, shall vest or may be exercised by Employee during to the six-month period immediately following the Termination Date as though extent Employee was entitled to do so as of the Termination Date in accordance with the terms of the applicable grant agreements and plan document(s) governing such securities, and (iv) subject to Section 8.7 and only if the Termination Date occurs before a Change in Control (as defined in the Company’s 2011 Equity Incentive Plan) or if the Termination Date occurs after the one (1) year anniversary of such Change in Control8.7, the Company shall pay Employee an amount equal to two times Employee’s annualized Salary as of the Termination Date, payable in 24 substantially equal monthly installments on or about the 15th day of each of the 24 months immediately following the Termination Date; provided, however, that any installments that otherwise would be payable between the Termination Date and the 60th day after the Termination Date shall be delayed until the 15th day of the calendar month that is more than 60 days after the Termination Date and included with the installment payable on such date, (v) subject to Section 8.7, the Company shall pay Employee an amount equal to two times Employee’s target Short Term Incentive award made pursuant to Section 3.2, less applicable withholdings, payable in 24 substantially equal monthly installments on or about the 15th day of each of the 24 months immediately following the Termination Date; provided, however, that any installments that otherwise would be payable between the Termination Date and the 60th day after the Termination Date shall be delayed until the 15th day of the calendar month that is more than 60 days after the Termination Date and included with the installment payable on such date, and (vi) subject to Section 8.7, if . 8.3 Termination of Employee is eligible for and takes all steps necessary to continue Employee’s and Employee’s Family’s group health and dental insurance coverage with the Company following the Termination Date (including completing and returning the forms necessary to elect COBRA coverage), the Company will (a) pay for the portion “Cause” shall mean any of the premium costs for such coverage that the Company would pay if Employee had remained employed following acts by the Company, at the same level of coverage that was in effect as of the Termination Date, through the earliest of: (1) the 18-month month anniversary of the Termination Date, (2) the date Employee becomes eligible for group health and dental insurance coverage from any other employer, or (3) the date Employee is no longer eligible to continue Employee’s and Employee’s Family’s group health and dental insurance coverage with the Company under applicable law, and (b) pay Employee an amount equal to the Company’s portion of the first month COBRA premium costs for such coverage identified in Section 8.2(vi)(a) multiplied by six (6), payable in a lump sum on the Company’s first payroll that is more than 60 days after the Termination Date.:

Rights Upon Termination of Employment. 8.1 If Employee’s employment with (a) Except as otherwise provided in this Section 3, the Company is terminated Option may not be exercised after the Optionee has ceased to be employed by the Company or Employee any of its Subsidiaries. (b) If the Optionee's employment with or service to the Company or any Subsidiary terminates by reason of his or her death, the Option may thereafter be exercised, to the extent then exercisable by the legal representative of the estate or by the legatee of the Optionee under the will of the Optionee, for a period of twelve (12) months from the date of death or until the expiration of term of the Option, whichever period is shorter. (c) If the Optionee's employment or service with the Company or any Subsidiary terminates by reason upon of Disability, the Option may thereafter be exercised, to the extent it was exercisable at the time of such termination for a period of twelve (12) months from the date of the termination of employment or following service or until the expiration of the Termterm of the Option, whichever period is shorter, provided, however, that, if the Optionee dies within such twelve-month period and prior to the expiration of the term of the Option, the Option shall thereafter be exercisable to the extent to which it was exercisable at the time of death for a period of twelve (12) months from the time of death or if Employee’s until the expiration of the term of the Option, whichever period is shorter. (d) If the Optionee's employment or service with the Company or any Subsidiary terminates by reason of Retirement, the Option may thereafter be exercised, to the extent it was exercisable at the time of such termination for a period of twelve (12) months from the date of Retirement or until the expiration of the term of the Option, whichever period is terminated during the Term by shorter. (e) If an Optionee's employment or service with the Company for Cause (as defined below) or by Employee any Subsidiary terminates for any reason other than death, Disability or Retirement, the Option may be exercised until the earlier to occur of (i) three months from the date of such termination or (ii) the expiration of the Option's term. (f) Upon the termination of the Optionee's employment with the Company within a period of twenty-four (24) months following a Change of Control (i) by the Company other than for Cause, (ii) as a result of his or her Disability or (iii) by the Optionee in a Voluntary Termination or for Good Reason (as such terms are defined herein below), in lieu of shares of Stock issuable upon exercise of an outstanding Option, whether or if Employee’s employment with the Company is terminated during the Term by reason of Employee’s death or Disability (as defined below), then: (i) the Company shall pay to Employee or his beneficiary or his estate, as the case may be, Employee’s Salary through the Termination Date, (ii) the Company shall pay any unpaid expense reimbursement that might have accrued prior to the Termination Date; and (iii) any securities held in the name of Employee, or any portion thereof, may be exercised to the extent Employee was entitled to do so as of the Termination Date in accordance with the terms of the applicable grant agreements and plan document(s) governing such securities. 8.2 If Employee’s employment with the Company is terminated during the Term by the Company for any reason other than for Cause or by the Employee for Good Reason, then: (i) the Company shall pay Employee’s Salary through the Termination Date, (ii) the Company shall pay any unpaid expense reimbursement that might have accrued prior to the Termination Date, (iii) subject to Section 8.7, any securities held in the name of Employee, or any portion thereof, shall vest or may be exercised by Employee during the six-month period immediately following the Termination Date as though Employee was entitled to do so as of the Termination Date in accordance with the terms of the applicable grant agreements and plan document(s) governing such securities, (iv) subject to Section 8.7 and only if the Termination Date occurs before a Change in Control (as defined in the Company’s 2011 Equity Incentive Plan) or if the Termination Date occurs after the one (1) year anniversary of such Change in Controlnot then exercisable, the Company shall pay Employee an the Optionee a lump sum amount (less any applicable taxes), in cash, equal to two times Employee’s annualized Salary as the product of (i) the excess of the Termination Date, payable in 24 substantially equal monthly installments on or about the 15th day of each Fair Market Value of the 24 months immediately following the Termination Date; provided, however, that any installments that otherwise would be payable between the Termination Date and the 60th day after the Termination Date shall be delayed until the 15th day of the calendar month that is more than 60 days after the Termination Date and included with the installment payable Option Shares on such datedate of termination, (v) subject to Section 8.7, over the Company shall pay Employee an amount equal to two times Employee’s target Short Term Incentive award made pursuant to Section 3.2, less applicable withholdings, payable in 24 substantially equal monthly installments on or about the 15th day of each of the 24 months immediately following the Termination Date; provided, however, that any installments that otherwise would be payable between the Termination Date and the 60th day after the Termination Date shall be delayed until the 15th day of the calendar month that is more than 60 days after the Termination Date and included with the installment payable on such dateOption Exercise Price, and (viii) subject the number of the then unexercised Option Shares. The Option shall be canceled upon the making of such payment. Notwithstanding the foregoing, in the event any payment or benefit received or to be received by the Optionee in connection with the termination of the Optionee's employment (whether such benefit is pursuant to the terms of this Option Agreement or any other plan, arrangement or agreement with the Company) would not be deductible in whole or in part by the Company as a result of Section 8.7280G of the Code, if Employee is eligible for and takes all steps then, to the extent necessary to continue Employee’s make such non-deductible portion of such payments and Employee’s Family’s group health and dental insurance coverage with the Company following the Termination Date (including completing and returning the forms necessary to elect COBRA coverage)benefits deductible, the Company payments under this Section 3(d) will be reduced (aif necessary, to zero). For purposes of the foregoing limitation, (i) pay for the no portion of the premium costs for such coverage that payment shall be taken into account which in the Company would pay if Employee had remained employed opinion of tax counsel selected by the Company, at 's independent auditors does not constitute a "parachute payment" within the same level meaning of coverage that was in effect as Section 280G(b)(2) of the Termination DateCode, through the earliest of: (1including by reason of Section 280G(b)(4)(A) the 18-month month anniversary of the Termination Date, (2) the date Employee becomes eligible for group health and dental insurance coverage from any other employer, or (3) the date Employee is no longer eligible to continue Employee’s and Employee’s Family’s group health and dental insurance coverage with the Company under applicable lawCode, and (bii) pay Employee an amount equal the payment shall be reduced only to the Company’s portion extent necessary so that the payment in its entirety constitutes reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4)(B) of the first month COBRA premium costs for such coverage identified Code or is otherwise not subject to disallowance as deductions, in the opinion of the tax counsel referred to above in clause (i). (g) Notwithstanding anything in this Section 8.2(vi)(a) multiplied by six (6)3 to the contrary, payable in a lump sum on the Company’s first payroll that is more than 60 days Option may not be exercised after termination of the Termination DateOption.

Rights Upon Termination of Employment. 8.1 (a) If Employee’s employment with the Company is terminated by the Company or Employee for any reason upon or following the expiration of the Term, or if Employee’s employment with the Company is terminated during the Term by the Company for Cause reason of: (as defined belowi) Employee’s abandonment of his employment or by Employee Employee’s resignation for any reason other than Good Reason (as defined below), or if , (ii) termination of Employee’s employment with by the Company is terminated during the Term by reason of for Cause (as defined below), or (iii) Employee’s death or Disability (as defined below), then: (iA) the Company shall pay to Employee or his beneficiary or his estate, as the case may be, Employee’s Salary through the Termination Date, (iiB) the Company shall pay any unpaid expense reimbursement that might have accrued prior to the Termination Date; and (iiiC) any securities Securities held in the name of Employee, or any portion thereof, may be exercised to the extent Employee was entitled to do so as of the Termination Date in accordance with the terms of the applicable grant agreements and plan document(s) governing such securitiesSecurities. 8.2 (b) If Employee’s employment with the Company is terminated during the Term by the Company for any reason other than for Cause Cause, or by the Employee as a result of his resignation for Good ReasonReason (in either case, an “Involuntary Termination”), then: (i) the Company shall pay Employee’s Salary through the Termination Date, and (ii) the Company shall pay any unpaid expense reimbursement that might have accrued prior to the Termination Date. In addition, (iii) subject to Section 8.7, any securities held in the name of Employee, or any portion thereof, shall vest or may be exercised by Employee if an Involuntary Termination occurs during the six-month period immediately following Term and the Termination Date as though Employee was entitled to do so as of the Termination Date in accordance with the terms of the applicable grant agreements and plan document(s) governing such securities, (iv) subject to Section 8.7 and only if the Termination Date occurs is before a Change in Control or within twenty-four (as defined in the Company’s 2011 Equity Incentive Plan24) or if the Termination Date occurs months after the one (1) year anniversary of such a Change in Control, then, subject to Section 8(g) below and any delayed payment requirements under Section 409A of the Code, including the six month wait, if applicable, (x) the Company shall pay Employee an amount a single lump sum payment equal to two times one multiplied by Employee’s annualized Salary as of the Termination Date, payable in 24 substantially equal monthly installments on or about the 15th day of each of the 24 months immediately following the Termination Date; provided, however, that any installments that otherwise would be payable between the Termination Date and the 60th day after the Termination Date shall be delayed until the 15th day of the calendar month that is more than 60 days after the Termination Date and included with the installment payable on such date, (v) subject to Section 8.7, the Company shall pay Employee an amount equal to two times Employee’s target Short Term Incentive award made pursuant to Section 3.2, less applicable withholdings, payable in 24 substantially equal monthly installments to Employee on or about the 15th day of each of the 24 months immediately following the Termination Date; provided, however, that any installments that otherwise would be payable between the Termination Date and the 60th sixtieth (60th) calendar day after the Termination Date Date, and (y) Employee and Employee’s Family shall be delayed until have the 15th day of the calendar month that is more than 60 days right for one year after the Termination Date and included to continue to participate in the Company’s benefit plans described in Section 6(c) above, with the installment payable on such date, and Company continuing to pay all applicable insurance premiums (vi) subject to Section 8.7, if provided the Employee is eligible for and takes all steps necessary to continue Employee’s and Employee’s Family’s group health and dental insurance coverage with Family meets the Company following the Termination Date (including completing and returning the forms necessary to elect COBRA coverageeligibility requirements for each such individual plan or program), the Company will (a) pay for the portion of the premium costs for such coverage that the Company would pay if Employee had remained employed by the Company, at the same level of coverage that was in effect as of the Termination Date, through the earliest of: (1) the 18-month month anniversary of the Termination Date, (2) the date Employee becomes eligible for group health and dental insurance coverage from any other employer, or (3) the date Employee is no longer eligible to continue Employee’s and Employee’s Family’s group health and dental insurance coverage with the Company under applicable law, and (b) pay Employee an amount equal to the Company’s portion of the first month COBRA premium costs for such coverage identified in Section 8.2(vi)(a) multiplied by six (6), payable in a lump sum on the Company’s first payroll that is more than 60 days after the Termination Date.

Rights Upon Termination of Employment. 8.1 If Employee’s employment with the Company is terminated by the Company or Employee for any reason upon or following the expiration of the Term, or if Employee’s employment with the Company is terminated during the Term by the Company for Cause (as defined below) or by Employee for any reason other than Good Reason (as defined below), or if Employee’s employment with the Company is terminated during the Term by reason of Employee’s death or Disability (as defined below), then: (i) the Company shall pay to Employee or his beneficiary or his estate, as the case may be, Employee’s Salary through the Termination Date, (ii) the Company shall pay any unpaid expense reimbursement that might have accrued prior to the Termination Date; and (iii) any securities held in the name of Employee, or any portion thereof, may be exercised to the extent Employee was entitled to do so as of the Termination Date in accordance with the terms of the applicable grant agreements and plan document(s) governing such securities. 8.2 If Employee’s employment with the Company is terminated during the Term by the Company for any reason other than for Cause or by the Employee for Good Reason, then: (i) the Company shall pay Employee’s Salary through the Termination Date, (ii) the Company shall pay any unpaid expense reimbursement that might have accrued prior to the Termination Date, (iii) subject to Section 8.7, any securities held in the name of Employee, or any portion thereof, shall vest or may be exercised by Employee during to the six-month period immediately following the Termination Date as though extent Employee was entitled to do so as of the Termination Date in accordance with the terms of the applicable grant agreements and plan document(s) governing such securities, and (iv) subject to Section 8.7 and only if the Termination Date occurs before a Change in Control (as defined in the Company’s 2011 Equity Incentive Plan) or if the Termination Date occurs after the one (1) year anniversary of such Change in Control8.7, the Company shall pay Employee an amount equal to two one (1) times the sum of Employee’s annualized Salary as of the Termination Date, less applicable withholdings. Such sum will be payable in 24 12 substantially equal monthly installments on or about the 15th day of each of the 24 12 months immediately following the Termination Date; provided, however, that any installments that otherwise would be payable between the Termination Date and the 60th day after the Termination Date shall be delayed until the 15th day of the calendar month that is more than 60 days after the Termination Date and included with the installment payable on such date, (v) subject to Section 8.7, the Company . 8.3 Termination of Employee for “Cause” shall pay Employee an amount equal to two times Employee’s target Short Term Incentive award made pursuant to Section 3.2, less applicable withholdings, payable in 24 substantially equal monthly installments on or about the 15th day of each mean any of the 24 months immediately following the Termination Date; provided, however, that any installments that otherwise would be payable between the Termination Date and the 60th day after the Termination Date shall be delayed until the 15th day of the calendar month that is more than 60 days after the Termination Date and included with the installment payable on such date, and (vi) subject to Section 8.7, if Employee is eligible for and takes all steps necessary to continue acts by Employee’s and Employee’s Family’s group health and dental insurance coverage with the Company following the Termination Date (including completing and returning the forms necessary to elect COBRA coverage), the Company will (a) pay for the portion of the premium costs for such coverage that the Company would pay if Employee had remained employed by the Company, at the same level of coverage that was in effect as of the Termination Date, through the earliest of: (1) the 18-month month anniversary of the Termination Date, (2) the date Employee becomes eligible for group health and dental insurance coverage from any other employer, or (3) the date Employee is no longer eligible to continue Employee’s and Employee’s Family’s group health and dental insurance coverage with the Company under applicable law, and (b) pay Employee an amount equal to the Company’s portion of the first month COBRA premium costs for such coverage identified in Section 8.2(vi)(a) multiplied by six (6), payable in a lump sum on the Company’s first payroll that is more than 60 days after the Termination Date.:

Rights Upon Termination of Employment. 8.1 If Employee’s employment with the Company is terminated by the Company or Employee for any reason upon or following the expiration of the Term, or if Employee’s employment with the Company is terminated during the Term by the Company for Cause (as defined below) or by Employee for any reason other than Good Reason (as defined below), or if Employee’s employment with the Company is terminated during the Term by reason of Employee’s death or Disability (as defined below), then: (i) the Company shall pay to Employee or his beneficiary or his estate, as the case may be, Employee’s Salary through the Termination Date, (ii) the Company shall pay any unpaid expense reimbursement that might have accrued prior to the Termination Date; and (iii) any securities held in the name of Employee, or any portion thereof, may be exercised to the extent Employee was entitled to do so as of the Termination Date in accordance with the terms of the applicable grant agreements and plan document(s) governing such securities. 8.2 If Employee’s employment with the Company is terminated during the Term by the Company for any reason other than for Cause or by the Employee for Good Reason, then: (i) the Company shall pay Employee’s Salary through the Termination Date, (ii) the Company shall pay any unpaid expense reimbursement that might have accrued prior to the Termination Date, (iii) subject to Section 8.7, any securities held in the name of Employee, or any portion thereof, shall vest or may be exercised by Employee during to the six-month period immediately following the Termination Date as though extent Employee was entitled to do so as of the Termination Date in accordance with the terms of the applicable grant agreements and plan document(s) governing such securities, and (iv) subject to Section 8.7 and only if the Termination Date occurs before a Change in Control (as defined in the Company’s 2011 Equity Incentive Plan) or if the Termination Date occurs after the one (1) year anniversary of such Change in Control8.7, the Company shall pay Employee an amount equal to two one (1) times the sum of Employee’s annualized Salary as of the Termination Date, less applicable withholdings, plus the pro rata portion (based on the portion of the current fiscal year elapsed as of the Termination Date) of the greater of (x) the Employee’s actual annual incentive bonus paid under Section 3.2 with respect to the most recent completed fiscal year of the Company and (y) the Employee’s target annual incentive bonus under Section 3.2 with respect to the fiscal year in which the Termination Date occurs. Such sum will be payable in 24 substantially equal monthly installments on or about the 15th day of each of the 24 months immediately following the Termination Date; provided, however, that any installments that otherwise would be payable between the Termination Date and the 60th day after the Termination Date shall be delayed until the 15th day of the calendar month that is more than 60 days after the Termination Date and included with the installment payable on such date, (v) subject to Section 8.7, the Company shall pay Employee an amount equal to two times Employee’s target Short Term Incentive award made pursuant to Section 3.2, less applicable withholdings, payable in 24 substantially equal monthly installments on or about the 15th day of each of the 24 months immediately following the Termination Date; provided, however, that any installments that otherwise would be payable between the Termination Date and the 60th day after the Termination Date shall be delayed until the 15th day of the calendar month that is more than 60 days after the Termination Date and included with the installment payable on such date, and (vi) subject to Section 8.7, if Employee is eligible for and takes all steps necessary to continue Employee’s and Employee’s Family’s group health and dental insurance coverage with the Company following the Termination Date (including completing and returning the forms necessary to elect COBRA coverage), the Company will (a) pay for the portion of the premium costs for such coverage that the Company would pay if Employee had remained employed by the Company, at the same level of coverage that was in effect as of the Termination Date, through the earliest of: (1) the 18-month month anniversary of the Termination Date, (2) the date Employee becomes eligible for group health and dental insurance coverage from any other employer, or (3) the date Employee is no longer eligible to continue Employee’s and Employee’s Family’s group health and dental insurance coverage with the Company under applicable law, and (b) pay Employee an amount equal to the Company’s portion of the first month COBRA premium costs for such coverage identified in Section 8.2(vi)(a) multiplied by six (6), payable in a lump sum on the Company’s first payroll that is more than 60 days after the Termination Date.

Rights Upon Termination of Employment. 8.1 If Employee’s employment with the Company is terminated by the Company or Employee for any reason upon or following the expiration of the Term, or if Employee’s employment with the Company is terminated during the Term by the Company for Cause (as defined below) or by Employee for any reason other than Good Reason (as defined below), or if Employee’s employment with the Company is terminated during the Term by reason of Employee’s death or Disability (as defined below), then: (i) the Company shall pay to Employee or his beneficiary or his estate, as the case may be, Employee’s Salary through the Termination Date, (ii) the Company shall pay any unpaid expense reimbursement that might have accrued prior to the Termination Date; and (iii) any securities held in the name of Employee, or any portion thereof, may be exercised to the extent Employee was entitled to do so as of the Termination Date in accordance with the terms of the applicable grant agreements and plan document(s) governing such securities. 8.2 If Employee’s employment with the Company is terminated during the Term by the Company for any reason other than for Cause or by the Employee for Good Reason, then: (i) the Company shall pay Employee’s Salary through the Termination Date, (ii) the Company shall pay any unpaid expense reimbursement that might have accrued prior to the Termination Date, (iii) subject to Section 8.7, any securities held in the name of Employee, or any portion thereof, shall vest or may be exercised by Employee during the six-month period immediately following the Termination Date as though Employee was entitled to do so as of the Termination Date in accordance with the terms of the applicable grant agreements and plan document(s) governing such securities, (iv) subject to Section 8.7 and only if the Termination Date occurs before a Change in Control (as defined in the Company’s 2011 Equity Incentive Plan) or if the Termination Date occurs after the one (1) year anniversary of such Change in Control, the Company shall pay Employee an amount equal to two times Employee’s annualized Salary as of the Termination Date, payable in 24 substantially equal monthly installments on or about the 15th day of each of the 24 months immediately following the Termination Date; provided, however, that any installments that otherwise would be payable between the Termination Date and the 60th day after the Termination Date shall be delayed until the 15th day of the calendar month that is more than 60 days after the Termination Date and included with the installment payable on such date, (v) subject to Section 8.78.7 and only if the Termination Date occurs before a Change in Control (as defined in the Company’s 2011 Equity Incentive Plan) or if the Termination Date occurs after the one (1) year anniversary of such Change in Control, the Company shall pay Employee an amount equal to two times Employee’s target Short Term Incentive award made pursuant to Section 3.2, less applicable withholdings, payable in 24 substantially equal monthly installments on or about the 15th day of each of the 24 months immediately following the Termination Date; provided, however, that any installments that otherwise would be payable between the Termination Date and the 60th day after the Termination Date shall be delayed until the 15th day of the calendar month that is more than 60 days after the Termination Date and included with the installment payable on such date, and (vi) subject to Section 8.7, if Employee is eligible for and takes all steps necessary to continue Employee’s and Employee’s Family’s group health and dental insurance coverage with the Company following the Termination Date (including completing and returning the forms necessary to elect COBRA coverage), the Company will (a) pay for the portion of the premium costs for such coverage that the Company would pay if Employee had remained employed by the Company, at the same level of coverage that was in effect as of the Termination Date, through the earliest of: (1) the 18-month month anniversary of the Termination Date, (2) the date Employee becomes eligible for group health and dental insurance coverage from any other employer, or (3) the date Employee is no longer eligible to continue Employee’s and Employee’s Family’s group health and dental insurance coverage with the Company under applicable law, and (b) pay Employee an amount equal to the Company’s portion of the first month COBRA premium costs for such coverage identified in Section 8.2(vi)(a) multiplied by six (6), payable in a lump sum on the Company’s first payroll that is more than 60 days after the Termination Date.

Rights Upon Termination of Employment. 8.1 (a) If Employee’s employment with the Company is terminated by the Company or Employee for any reason upon or following the expiration of the Term, or if Employee’s employment with the Company is terminated during the Term by the Company for Cause reason of: (as defined belowi) Employee’s abandonment of his employment or by Employee Employee’s resignation for any reason other than Good Reason (as defined below), or if , (ii) termination of Employee’s employment with by the Company is terminated during the Term by reason of for Cause (as defined below), or (iii) Employee’s death or Disability (as defined below), then: (iA) the Company shall pay to Employee or his beneficiary or his estate, as the case may be, Employee’s Salary through the Termination Date, (iiB) the Company shall pay any unpaid expense reimbursement that might have accrued prior to the Termination Date; and (iiiC) any securities Securities held in the name of Employee, or any portion thereof, may be exercised to the extent Employee was entitled to do so as of the Termination Date in accordance with the terms of the applicable grant agreements and plan document(s) governing such securitiesSecurities. 8.2 (b) If Employee’s employment with the Company is terminated during the Term by the Company for any reason other than for Cause Cause, or by the Employee as a result of his resignation for Good ReasonReason (in either case, an “Involuntary Termination”), then: (i) the Company shall pay Employee’s Salary through the Termination Date, and (ii) the Company shall pay any unpaid expense reimbursement that might have accrued prior to the Termination Date. In addition, (iii) subject to Section 8.7, any securities held in the name of Employee, or any portion thereof, shall vest or may be exercised by Employee if an Involuntary Termination occurs during the six-month period immediately following Term and the Termination Date as though Employee was entitled to do so as of the Termination Date in accordance with the terms of the applicable grant agreements and plan document(s) governing such securities, (iv) subject to Section 8.7 and only if the Termination Date occurs is before a Change in Control or within twenty-four (as defined in the Company’s 2011 Equity Incentive Plan24) or if the Termination Date occurs months after the one (1) year anniversary of such a Change in Control, then, subject to Section 8(g) below and any delayed payment requirements under Section 409A of the Code, including the six month wait, if applicable, (x) the Company shall pay Employee an amount a single lump sum payment equal to two times one multiplied by Employee’s annualized Salary as of the Termination Date, payable in 24 substantially equal monthly installments on or about the 15th day of each of the 24 months immediately following the Termination Date; provided, however, that any installments that otherwise would be payable between the Termination Date and the 60th day after the Termination Date shall be delayed until the 15th day of the calendar month that is more than 60 days after the Termination Date and included with the installment payable on such date, (v) subject to Section 8.7, the Company shall pay Employee an amount equal to two times Employee’s target Short Term Incentive award made pursuant to Section 3.2, less applicable withholdings, payable in 24 substantially equal monthly installments to Employee on or about the 15th day of each of the 24 months immediately following the Termination Date; provided, however, that any installments that otherwise would be payable between the Termination Date and the 60th sixtieth (60th) calendar day after the Termination Date shall be delayed until the 15th day of the calendar month that is more than 60 days after the Termination Date and included with the installment payable on such date, and (vi) subject to Section 8.7, if Employee is eligible for and takes all steps necessary to continue Employee’s and Employee’s Family’s group health and dental insurance coverage with the Company following the Termination Date (including completing and returning the forms necessary to elect COBRA coverage), the Company will (a) pay for the portion of the premium costs for such coverage that the Company would pay if Employee had remained employed by the Company, at the same level of coverage that was in effect as of the Termination Date, through the earliest of: (1) the 18-month month anniversary of the Termination Date, (2y) the date Employee becomes eligible for group health and dental insurance coverage from any other employerCompany shall, or no later than sixtieth (360th) the date Employee is no longer eligible to continue Employee’s and Employee’s Family’s group health and dental insurance coverage with the Company under applicable law, and (b) pay Employee an amount equal to the Company’s portion of the first month COBRA premium costs for such coverage identified in Section 8.2(vi)(a) multiplied by six (6), payable in a lump sum on the Company’s first payroll that is more than 60 days calendar day after the Termination Date, issue pre-payment of the remaining lease term of Employee’s Company vehicle to enable Employee’s continued use of such vehicle through the remaining lease term of such vehicle, along with a lump sum payment to Employee of the estimated insurance premiums for such vehicle through the remaining lease term, and (z) Employee and Employee’s Family shall have the right for one year after the Termination Date to continue to participate in the Company’s benefit plans described in Section 6(c) above, with the Company continuing to pay all applicable insurance premiums (provided the Employee and Employee’s Family meets the eligibility requirements for each such individual plan or program).