Common use of Severance Pay and Benefits Clause in Contracts

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The provisions of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement by the Executive and the Separation Agreement becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement): (i) the Company shall pay the Executive an amount equal to 1.0 times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if the Date of Termination is within 3 months prior to the first event constituting a Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 months; and (ii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the date that the Separation Agreement becomes irrevocable (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed to the extent necessary to effectuate the terms of this Agreement. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and timely elects to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the full cost of such continuation coverage plus any administration fee until the earliest of (A) the 12 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

Severance Pay and Benefits. Upon Termination by If, during the Term, the Company terminates Executive’s employment without Cause or by the Executive terminates his employment for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersedeReason, the provisions of Section 5 if Company shall pay Executive a Cash Severance Amount and provide Executive with certain other severance benefits (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such periodcollectively, the “Change in Control PeriodSeverance Pay”)) as described below. The provisions of this Section 6 Severance Pay shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement by the Executive and the Separation Agreement becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement):follows: (i) The Cash Severance Amount shall be the amount as provided in Exhibit A hereto. The Company shall pay the Cash Severance Amount to Executive an amount equal to 1.0 times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher). Such amounts shall generally be paid in a lump sum cash paymentby wire transfer on or as soon as reasonably practical after the termination date; provided, however, that if at such time Executive is a “specified employee,” as defined in Section 409A of the Date Internal Revenue Code of Termination is within 3 months prior to 1986, as amended (“Code”) and the applicable Treasury Regulations thereunder, the Company shall not make such payment until the earlier of (i) the first of the seventh month after Executive’s termination date or (ii) Executive’s death. In the event constituting of any such delay in payment, such Cash Severance Amount shall bear interest at the LIBOR rate in effect on his termination date until paid. (ii) Provided Executive timely elects continued coverage under the Company’s group health plan pursuant to Section 4980B of the Code (“COBRA”), the Company shall pay on Executive’s behalf the full premium required for such continued coverage elected for his applicable COBRA period but not to exceed 18 months; provided, however, the Company shall take all actions necessary for Executive not to be taxable on either the continued coverage or any health benefits received under the health plan, which may include, if effective, paying Executive a Change monthly amount in Controlcash, thenwith a full tax gross-up, that enables Executive to pay the extent health premium required with after-tax dollars in order for such continued coverage or benefits not be taxable to him; provided, further however, if such reimbursement payments qualify as “non-qualified deferred compensation” within the meaning of would be subject to tax under Section 409A of the Code, the portion of Company shall provide Executive with either a full tax gross-up, paid when Executive remits such payment equal taxes, or an insured product that does not subject Executive to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 months; and (ii) notwithstanding anything to the contrary in any applicable option agreement tax under Sections 105, 106 or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as 409A of the later of (i) the Date of Termination or (ii) the date that the Separation Agreement becomes irrevocable (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed to the extent necessary to effectuate the terms of this Agreement. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; andCode. (iii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and timely elects to receive continued health benefits under the COBRAAs soon as practical on or following his termination, the Company shall pay Executive (i) any earned but unpaid base salary, (ii) any accrued but unused vacation, and (iii) all reasonable and unreimbursed business expenses incurred by him prior to the group health plan provider or the COBRA provider a monthly payment equal to the full cost his termination. (iv) The Company shall provide Executive with outplacement services of such continuation coverage plus any administration fee until the earliest of (A) the 12 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; providedchoosing, howevernot to exceed $20,000. Executive shall not be entitled to Severance Pay for a termination of employment that is due to his death or Disability, that if his voluntary termination without Good Reason, or his termination by the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll datesCause. The amounts payable under following are definitions of terms used in this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date and other sections of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Terminationthis Agreement.

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if Provided that (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and Effective Date has occurred; (ii) Employee has not revoked Employee’s assent to this Agreement; and (iii) Employee has returned all Company property (including without limitation any and all confidential and proprietary information) issued to Employee in connection with Employee’s employment with the Date Company: 2.1 Company shall pay Employee the gross amount of Termination is within 3 [$AMOUNT], which represents [APPLICABLE TIME PERIOD] ( ) months prior to the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Severance Period”) of Employee’s current Base Salary under the Employment Agreement, less normal, customary, and required withholdings for federal and state income tax, FICA, and other taxes (“the Severance Pay”). The provisions of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is Unless terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition earlier pursuant to the Accrued Obligations, and subject to the signing of the Separation Agreement by the Executive and the Separation Agreement becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation Employment Agreement): (i) the Company shall pay the Executive an amount equal to 1.0 times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if the Date of Termination is within 3 months prior to the first event constituting a Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) Severance Pay shall be paid in substantially equal installments pro rata amounts over the Severance Period in accordance with the Company’s payroll practice over 12 months; andpractices. The first installment of the Severance Pay shall be made as soon as administratively possible following the Effective Date. 2.2 Company shall pay Employee the pro rata bonus in accordance with Section [ ] of the Employment Agreement and shall cause the additional vesting provided for in Section [ ] of the Employment Agreement. 2.3 Company shall pay Employee the following: [ ] months of the Company’s portion of post-employment company-sponsored health insurance premiums under COBRA ((at the same levels and costs in effect on the date of termination (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars)) (“Severance Benefits”), to the extent permissible under the Company’s health insurance plans including, if permitted and still maintained by the Company, Benicomp (subject to applicable taxes and withholdings). (iia) notwithstanding anything The Company will make the first monthly Severance Benefits payment to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable Employee as of the later of soon as administratively possible following (i) the Date of Termination or (ii) the date that the Separation Agreement becomes irrevocable (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed to the extent necessary to effectuate the terms of this Agreement. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Effective Date, and (ii) any unvested portion receipt by Company of an equity award notification that was not forfeited on Employee has made the Date necessary election of Termination shall benefits continuation under COBRA. Unless terminated earlier pursuant to the Employment Agreement or at the election of Employee, the Company will continue to pay Employee the monthly installment of the Severance Benefits for the Severance Period, so long as the Company receives notification that the Employee is continuing to pay the necessary premiums to the carrier or COBRA administrator. (b) Employee will be forfeited if responsible for paying the Separation Agreement does not become effective and irrevocable within full amount of the time period premium, plus applicable administrative fees, to the carrier or COBRA administrator. 2.4 The entire amount of the payments set forth therein; andin Section 2 and its subsections paid by the Company to Employee is considered taxable income and will be reported on a Form W-2 issued to Employee for the applicable year. 2.5 In the event the Company, after reasonable investigation, determines that Employee has breached Employee’s obligations under (i) this Agreement, (ii) any Confidentiality, Non-Solicitation and/or Non-Competition Agreement to which Employee and the Company are parties, (iii) if the Executive was participating Restrictive Covenants, (iv) the confidentiality or non-disparagement obligations contained in the CompanyEmployment Agreement, or (v) the Seventh Amended and Restated Agreement of Limited Partnership of Karman Topco L.P. as amended, supplemented, or otherwise modified from time to time, the (“LP Agreement”), if applicable, Employee’s group health plan immediately prior to eligibility for the Date Severance Pay and Severance Benefits shall cease immediately. Moreover, from the date of Termination and timely elects to receive continued health benefits under the COBRAbreach, the Company shall pay be entitled to recover payments in excess of one thousand dollars ($1,000.00) made to the group health plan provider or the COBRA provider a monthly payment equal to the full cost of such continuation coverage plus any administration fee until the earliest of (A) the 12 month anniversary of the Date of Termination; (B) the date Employee for Severance Pay under this Agreement. 2.6 Employee acknowledges that the Executive becomes eligible for group medical plan benefits under Severance Pay and Severance Benefits exceeds any other employer’s group medical plan; earned wages or (C) the cessation anything else of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts value otherwise owed to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on Employee by the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or occurs on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”)) following the Effective Date. The These provisions of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocablefully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement):Termination: (i) the Company shall pay the Executive a lump sum in cash in an amount equal to 1.0 one (1) times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if the Date of Termination is within 3 months prior to the first event constituting a Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 months; and (ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and (iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date that of the Separation Agreement becomes irrevocable and Release (the “Accelerated Vesting Date”); , provided that any termination or forfeiture of in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of such the Executive’s options that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed to the extent necessary to effectuate the terms of this Agreementterminated or forfeited). Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iiiiv) if the Executive was participating in the Company’s group health plan immediately prior subject to the Date Executive’s copayment of Termination premium amounts at the applicable active employees’ rate and timely elects the Executive’s proper election to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider or the COBRA provider Executive a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the 12 twelve (12) month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within Outside the Change in Control Period. The provisions of this Section 6 shall apply in lieu ofDuring the Term, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The provisions of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) 3, or the Executive terminates the Executive’s employment for Good Reason as provided in Section 3(e) and ), in each either case the Date outside of Termination occurs during the Change in Control Period, thenthen the Company shall pay the Executive the Accrued Benefits. In addition, in addition subject to (i) the Executive (or his authorized representative or estate, if the termination is due to the Accrued Obligationscircumstances described in Section 3(a) or 3(b)) signing a separation agreement and release in a form and manner satisfactory to the Company, which shall include, without limitation, a general release of claims against the Company and all related persons and entities, a reaffirmation of all of the Executive’s Continuing Obligations (as defined below), and subject to a seven (7) business day revocation period: (the signing of “Separation Agreement and Release”), and (ii) the Separation Agreement by the Executive and the Separation Agreement Release becoming irrevocable, all within 60 days after the Termination Date of Termination (or such shorter period as set forth in the Separation Agreement):Agreement and Release), which shall include: (ia) the Company shall pay the Executive an amount equal to 1.0 times nine (9) months of the sum Executive’s Base Salary as of the Termination Date (the “Severance Amount”); (b) subject to the Executive’s copayment of premium amounts at the active employees’ rate and the Executive’s proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the Executive’s then-current Base Salary nine (or 9) month anniversary of the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus Termination Date; (B) the Executive’s Target Bonus eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the then-current year (or cessation of the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher). Such amounts shall generally be paid in a lump sum cash paymentcontinuation rights under COBRA; provided, however, that if the Date Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of Termination is within 3 months prior the Public Health Service Act), then the Company will convert such payments to payroll payments directly to the first event constituting a Change in Control, then, to Executive for the extent such time period specified above. Such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be subject to tax-related deductions and withholdings and paid in substantially equal installments in accordance with on the Company’s regular payroll practice over 12 monthsdates. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and (iic) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, if the Executive’s employment is terminated pursuant to Section 3(a) or 3(b) all time-based stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting held by the Executive (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Termination Date of Termination or (ii) the date that Effective Date of the Separation Agreement becomes irrevocable and Release (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Termination Date of Termination in the absence of this Agreement will be delayed until the Effective Date of the Separation Agreement and Release and will only occur if the vesting pursuant to this subsection does not occur due to the extent necessary to effectuate absence of the terms of this AgreementSeparation Agreement and Release becoming fully effective within the time period set forth therein. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Executive’s Termination Date of Termination and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and timely elects to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the full cost of such continuation coverage plus any administration fee until the earliest of (A) the 12 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a5(a) and (b), to the extent taxable, shall be paid or commence to be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine (9) months commencing within 60 days after the Date of TerminationTermination Date; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments the Severance Amount, to the extent they qualify it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date Termination Date. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of TerminationTreasury Regulation Section 1.409A-2(b)(2).

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The These provisions of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of a general release of claims against the Separation Agreement Company and all related persons and entities (the “Release”) by the Executive and the Separation Agreement Release becoming irrevocablefully effective, all within the time frame set forth in the Release but in no event more than 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement): (i) Termination: the Company shall pay the Executive a lump sum in cash in an amount equal to 1.0 times the sum of (A) twelve (12) months of the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) 1.0 times the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if the Date of Termination is within 3 months prior to the first event constituting a Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 months; and (ii) notwithstanding anything subject to the contrary in any Executive’s copayment of premium amounts at the applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the date that the Separation Agreement becomes irrevocable (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed to the extent necessary to effectuate the terms of this Agreement. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination active employees’ rate and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the CompanyExecutive’s group health plan immediately prior to the Date of Termination and timely elects proper election to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 12 twelve (12) month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The These provisions of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of a general release of claims against the Separation Company and all related persons and entities that shall not release the Executive’s rights under this Agreement (the “Release”) by the Executive and the Separation Agreement Release becoming irrevocablefully effective, all within the time frame set forth in the Release but in no event more than 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement):Termination: (i) the Company shall pay the Executive a lump sum in cash in an amount equal to 1.0 times the sum of (A) nine (9) months of the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) 0.75 times the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if ) (the Date of Termination is within 3 months prior to the first event constituting a “Change in Control, then, to Control Payment”); provided that the extent such payments qualify as “non-qualified deferred compensation” within Change in Control Payment shall be reduced by the meaning of Section 409A amount of the CodeRestrictive Covenants Agreement Setoff, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 monthsif applicable; and (ii) notwithstanding anything subject to the contrary in any Executive’s copayment of premium amounts at the applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the date that the Separation Agreement becomes irrevocable (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed to the extent necessary to effectuate the terms of this Agreement. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination active employees’ rate and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the CompanyExecutive’s group health plan immediately prior to the Date of Termination and timely elects proper election to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the DocuSign Envelope ID: 1828BF91-C004-471A-8B6D-94F1ADC3D89A Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 12 nine (9) month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within Outside the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The provisions of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or ), the Executive terminates employment for Good Reason as provided in Section 3(e) and ), in each case the Date outside of Termination occurs during the Change in Control PeriodPeriod (as defined below), then, in addition to the Accrued Obligations, and subject to (i) the Executive signing a separation agreement and release in a form and manner satisfactory to the Company, which shall include, without limitation, a general release of claims against the Company and all related persons and entities, a reaffirmation of all of the Separation Agreement by Executive’s Continuing Obligations (as defined below), and shall provide that if the Executive breaches any of the Continuing Obligations, all payments of the Severance Amount shall immediately cease (the “Separation Agreement”), and (ii) the Separation Agreement becoming irrevocable, all within 60 days after the Date of Termination (the “Release Deadline”) or such shorter period as set forth in the Separation AgreementAgreement (prongs (i) and (ii) are the “Release Requirement”): (ia) the Company shall pay the Executive an amount equal to 1.0 times the sum 6 months of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to (the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if the Date of Termination is within 3 months prior to the first event constituting a Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 monthsSeverance Amount; and (iib) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the date that the Separation Agreement becomes irrevocable (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed to the extent necessary coverage is mandated by law and subject to effectuate the terms Executive’s copayment of this Agreement. Notwithstanding premium amounts at the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination applicable active employees’ rate and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the CompanyExecutive’s group health plan immediately prior to the Date of Termination and timely elects proper election to receive continued health benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (or equivalent state law) (“COBRA”), the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to both the full cost of such continuation coverage plus any administration fee monthly employee and the monthly employer contribution that the Company or the Executive would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 12 6 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a)5, to the extent taxable, shall be paid or commence to be paid out in lump sum in accordance with the Company’s payroll practice within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments payments, to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial . Each payment shall include pursuant to this Agreement is intended to constitute a catch-up separate payment to cover amounts retroactive to the day immediately following the Date for purposes of TerminationTreasury Regulation Section 1.409A-2(b)(2).

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The These provisions of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to (i) the Executive signing a separation agreement and mutual release in a form and manner satisfactory to the Company and the Executive, which shall include, without limitation, a general release of claims against the Separation Executive and against the Company and all related persons and entities that shall not release the Executive’s rights to enforce this Agreement (the “Release”) by the Executive and the Separation Agreement Release becoming irrevocablefully effective, all within the time frame set forth in the Release but in no event more than 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement, but no fewer than 21 days): (i) the Company shall pay the Executive a lump sum in cash in an amount equal to 1.0 two times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if ) (the Date of Termination is within 3 months prior to the first event constituting a “Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 monthsControl Payment”); and (ii) notwithstanding anything to the contrary in the Equity Documents or any other applicable option agreement or other stock-based award agreement, all of Executive’s unvested stock options and other stock-based awards, including unvested awards held by the Executive that are of RSUs subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate vest in full and become fully vested be exercisable and exercisable or nonforfeitable effective as of the later of (i) the Date of Termination or (ii) the date that the Separation Agreement becomes irrevocable (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed to the extent necessary to effectuate the terms of this Agreement. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth thereinTermination; and (iii) if the Executive was participating in the Company’s group health plan immediately prior subject to the Date Executive’s copayment of Termination premium amounts at the applicable active employees’ rate and timely elects the Executive’s proper election to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 12 18 month anniversary of the Date of Termination; (or the 36 month anniversary of the Date of Termination in the event of a second qualifying event under COBRA) (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within Outside the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) If the Executive’s employment engagement with the Company is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive terminates his engagement with the Company for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The provisions of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date outside of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to (i) the Executive signing a separation agreement and release in a form and manner satisfactory to the Company, which shall include, without limitation, a general release of claims against the Company and all related persons and entities, a reaffirmation of all of the Separation Agreement by Executive’s Continuing Obligations (as defined below), and, in the Company’s sole discretion, a one-year post-engagement noncompetition agreement, and shall provide that if the Executive breaches any of the Continuing Obligations, all payments of the Severance Amount shall immediately cease (the “Separation Agreement”), and (ii) the Separation Agreement becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement): (i) ): the Company shall pay the Executive an amount equal to 1.0 times the sum of (A) 9 months of the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) Annualized Consulting Fees plus (B) a pro-rata portion of the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if based on the Date of Termination is within 3 months prior to (the first event constituting a Change in Control, then“Severance Amount”). The amounts payable under Section 5, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Codetaxable, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over 12 months; and (ii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the date that the Separation Agreement becomes irrevocable (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed to the extent necessary to effectuate the terms of this Agreement. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and timely elects to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the full cost of such continuation coverage plus any administration fee until the earliest of (A) the 12 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid 9 months commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments payments, to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), shall be paid or commence begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).

Severance Pay and Benefits. Upon Termination by If Executive’s employment with the Company without Cause or by terminates under circumstances as described in Section 12.2. above, Executive shall be entitled to receive all of the following: (A) all accrued compensation through the termination date, plus any Bonus for which the Executive otherwise would be eligible in the year of termination, prorated through the termination date, payable in cash. For purposes of Sections 12.3(A) and 12.3(B), “Bonus” shall be defined as any benefits for Good Reason within which Executive would be eligible under the Change Executive Compensation Plan described in Control PeriodSection 3.2 of this Agreement. The provisions amount of this Section 6 such Bonus shall apply be paid in lieu ofcash and, for purposes of Sections 12.3(A) and expressly supersede12.3(B), shall be calculated as if Executive had achieved 100% of Executive’s performance goals for that year. (B) a severance payment equal to two and ninety-nine hundredths (2.99) times the provisions amount of Section 5 if Executive’s most recent annual compensation, including the amount of his/her most recent annual Bonus. The severance amount shall be paid (i) in cash in thirty-four (34) equal monthly installments commencing one month after the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d)termination date, or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is in a lump sum, within 3 months prior to the first event constituting a Change in Control or on or within 12 months one month after the occurrence termination date, at the sole option of the first event constituting a Change in Control (such period, the “Change in Control Period”). The provisions of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this AgreementExecutive. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement by the Executive and the Separation Agreement becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement): (iC) the Company shall pay maintain in full force and effect, for eighteen (18) months after the termination date, all life insurance, health, accidental death and dismemberment, disability plans and other benefit programs in which Executive an amount equal is entitled to 1.0 times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect participate immediately prior to the Change in Controltermination date, if higher) plus (B) the provided that Executive’s Target Bonus for continued participation is possible under the then-current year (or the general terms and provisions of such plans and programs. Executive’s Target Bonus continued participation in effect such plans and programs shall be at no greater cost to Executive than the cost he/she bore for such participation immediately prior to the Change termination date. If Executive’s participation in Controlany such plan or program is barred, if higher). Such amounts Company shall generally be paid in a lump sum cash payment; providedarrange upon comparable terms, however, that if and at no greater cost to Executive than the Date of Termination is within 3 months cost he/she bore for such plans and programs prior to the first event constituting a Change in Control, thentermination date, to the extent provide Executive with benefits substantially similar to, or greater than, those which he/she is entitled to receive under any such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 monthsplan or program; and (iiD) notwithstanding anything to the contrary in any applicable option agreement a lump sum payment (or other stock-based award agreement, all stock options and other stock-based awards held otherwise as specified by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the date that the Separation Agreement becomes irrevocable (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed to the extent necessary permitted by the applicable plan) of any and all amounts contributed to effectuate a Company pension or retirement plan which Executive is entitled to under the terms of this Agreement. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the Company’s group health such plan immediately prior to the Date of Termination and timely elects to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the full cost of such continuation coverage plus any administration fee until the earliest of (A) the 12 month anniversary of the Date of Termination; (B) through the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Terminationtermination.

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if a Change in Control occurs and if (i) the Executive’s employment is terminated either (a) by the Company Companies without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 the period commencing 6 months prior to the first event constituting a Change in Control or on or within 12 and ending 18 months after the occurrence of the such first event constituting a Change in Control (such period, the “Change in Control Period”). The provisions For the avoidance of doubt, this Section 6 shall terminate and be of no further force or effect before or after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company Companies without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the a Separation Agreement by the Executive and the Separation Agreement becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement):), which shall include a seven (7) day revocation period: (i) the Company shall pay the Executive a lump sum in cash in an amount equal to 1.0 two times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s full Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if the Date of Termination is within 3 months prior to the first event constituting a Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 months; and; (ii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreementOutstanding Equity Award Agreement, all stock options and unvested Outstanding Equity Awards (other stockthan the Supplemental Performance-based awards Based Options Shares) held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or Termination, (ii) the date that of the first event constituting a Change in Control, or (iii) the effective date of the Separation Agreement becomes irrevocable (the “Accelerated Vesting Date”); , provided that any termination or forfeiture of in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of such Time-Based the Executive’s Outstanding Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed to the extent necessary to effectuate the terms of this Agreement. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall will be forfeited if delayed until the earlier of (A) the later of the effective date of the Separation Agreement does not or the date of the first event constituting a Change of Control (at which time acceleration will occur), or (B) the date that the Separation Agreement can no longer become fully effective and irrevocable within (at which time the time period set forth thereinunvested portion of the Executive’s Outstanding Equity Awards will be forfeited); and (iii) if the Executive was participating in the Company’s group health plan immediately prior subject to the Date Executive’s copayment of Termination premium amounts at the applicable active employees’ rate and timely elects the Executive’s proper election to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 12 24 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 24 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The These provisions of this Section 6 (other than the provisions applicable after the Change in Control Period to a termination that occurs during the Change in Control Period) shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement by the Executive and the Separation Agreement becoming irrevocablefully effective, all within the time frame set forth in the Separation Agreement but in no event more than 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement):Termination: (i) the Company shall pay the Executive a lump sum payment in cash in an amount equal to 1.0 two (2) times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if ) (the Date of Termination is within 3 months prior to the first event constituting a “Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 months; andControl Payment”); (ii) notwithstanding anything subject to the contrary in any Executive’s copayment of premium amounts at the applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the date that the Separation Agreement becomes irrevocable (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed to the extent necessary to effectuate the terms of this Agreement. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination active employees’ rate and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the CompanyExecutive’s group health plan immediately prior to the Date of Termination and timely elects proper election to receive continued health benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to the group health plan provider or the COBRA provider make a monthly payment equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest earlier of (A) the 12 24 month anniversary of the Date of Termination; or (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; . The Company will make such payments directly to the group health plan provider or (C) the cessation of COBRA provider to the Executive’s health continuation rights under COBRAmaximum extent possible; provided, however, that if the Company determines that it cannot pay such amounts directly to the group health plan provider or the COBRA provider (if applicable) for any reason, as determined by the Company in its sole discretion, (including, without limitation, without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act)), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates; (iii) the Company shall cause to be continued, at the Company’s expense, life insurance and disability coverage substantially identical to the coverage maintained by the Company for the Executive prior to the Date of Termination for 24 months following the Date of Termination; provided, however, that in the event that the Company determines, in the reasonable exercise of its discretion, that it is impossible or impracticable for the Company to continue such coverage, including, but not limited to, by reason of operation of the plans or applicable law, the Company will convert such benefits to payroll payments directly to the Executive for the time period specified above which are equal in the aggregate to the amount the Company would have paid for such coverage for the 24-month period following the Date of Termination based on the cost of such coverage as of the Date of Termination. Any such payroll payments shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates; and (iv) notwithstanding anything to the contrary in any applicable equity award, option agreement or stock-based award agreement, all stock options and other stock-based awards held by the Executive shall immediately accelerate and become fully exercisable or nonforfeitable as of the later of (i) the Executive’s Date of Termination or (ii) the effective date of the Separation Agreement; provided that in order to effectuate the accelerated vesting contemplated by this subsection, the forfeiture of the unvested portion of such awards that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement (at which time acceleration will occur), or (B) the date that the Separation Agreement can no longer become fully effective (at which time the unvested portion of such awards will be forfeited). Notwithstanding the foregoing, no additional vesting of any such awards shall occur during the period between the Date of Termination and the effective date of the acceleration. The Executive shall also be entitled to any other rights and benefits with respect to equity awards, options and stock-related awards, to the extent and upon the terms provided in the employee stock option or incentive plan or any agreement or other instrument attendant thereto pursuant to which such options or awards were granted. (v) The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 twelve (12) months after the occurrence of the first event constituting a Change in Control of Parent (such period, the “Change in Control Period”). The These provisions of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement by the Executive and the Separation Agreement becoming irrevocablefully effective, all within the time frame set forth in the Separation Agreement but in no event more than 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement):Termination: (i) the Company shall pay the Executive a lump sum in cash in an amount equal to 1.0 one (1) times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in ControlControl of Parent, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in ControlControl of Parent, if higher). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if the Date of Termination is within 3 months prior to the first event constituting a Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 months; and (ii) notwithstanding anything subject to the contrary in any Executive’s copayment of premium amounts at the applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the date that the Separation Agreement becomes irrevocable (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed to the extent necessary to effectuate the terms of this Agreement. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination active employees’ rate and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the CompanyExecutive’s group health plan immediately prior to the Date of Termination and timely elects proper election to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 12 twelve (12) month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

Severance Pay and Benefits. Upon Termination by In consideration of your service to the Company without Cause or by and the Executive for Good Reason within the Change in Control Period. The provisions waiver and release of this Section 6 shall apply in lieu of, and expressly supersedeclaims set forth below, the provisions of Section 5 if (i) Company shall provide you with the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The provisions of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement.following: (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement by the Executive and the Separation Agreement becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement): (i) the Company shall pay the Executive an amount a lump sum payment equal to 1.0 one and one-half times the sum of your current annual base salary as of Effective Date plus the average of the Annual Bonus paid to you for the two years immediately preceding the year of the termination of your Employment Agreement (calendar years 2013 and 2014), or $613,402.00, less all lawful or required deductions, which shall be paid no later than 60 days after execution of this Agreement unless it is revoked in accordance with Section 7(b); (b) a lump sum payment for all outstanding reasonable travel and other business expenses incurred as of the date of termination, which shall be paid no later than 60 days after execution of this Agreement unless it is revoked in accordance with Section 7(b); (c) a lump sum payment equal to the Company’s estimate of the employer portion of the premiums necessary to continue your health care coverage under the Company’s plan until January 31, 2017, which shall be paid no later than 60 days after execution of this Agreement unless it is revoked in accordance with Section 7(b); provided however, that if prior to the payment of such amount you become covered under another group health plan (which coverage, once obtained, must be disclosed immediately to the Company by you), such cash amount shall be prorated to cover only the period from the Effective Date until the date on which such alternate coverage starts; (d) a lump sum Annual Bonus for 2015, which shall be paid on the date that bonuses for 2015 are paid generally to the Company’s senior executives, but no later than March 15, 2016; (e) a prorated Annual Bonus for 2016, calculated by multiplying (A) the Executive’s then-current Base Salary (or Annual Bonus to which you would have been entitled to if your employment had continued through the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus end of 2016 by (B) a proration fraction the Executive’s Target Bonus for numerator of which is the then-current number of days worked in such calendar year (or up to and including the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if the Date of Termination is within 3 months prior to the first event constituting a Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A date of the Code, Effective Date and the portion denominator of such payment equal which is 365; (f) immediate vesting of 85,005 of your restricted shares as of the Effective Date under the Company’s current stock option plan; and (g) the right to exercise your vested stock options as of the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments Effective Date in accordance with the Company’s payroll practice over 12 months; and (ii) notwithstanding anything current stock option plan. Except as otherwise specifically provided herein or as required by applicable law, you shall not be entitled to the contrary any compensation or benefits or to participate in any applicable option agreement past, present or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable future benefit programs or nonforfeitable as arrangements of the later of (i) the Date of Termination or (ii) the date that the Separation Agreement becomes irrevocable (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed to the extent necessary to effectuate the terms of this Agreement. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and timely elects to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the full cost of such continuation coverage plus any administration fee until the earliest of (A) the 12 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act)any compensation or benefits under any severance plan, then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid program or arrangement) on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments Effective Date. This Agreement is intended to the extent they qualify as “non-qualified deferred compensation” within the meaning of comply with Section 409A of the CodeInternal Revenue Code of 1986, as amended (Section 409A) or an exemption thereunder and shall be paid construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or commence an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be paid made under this Agreement upon a termination of employment shall only be made upon a "separation from service" under Section 409A. Notwithstanding the foregoing, the Employer makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the second calendar year Employer be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the last day Employee on account of such 60non-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.compliance with Section 409A.

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within during the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to occurs during the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The These provisions of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of a general release of claims against the Separation Company and all related persons and entities that shall not release the Executive’s rights under this Agreement (the “Release”) by the Executive and the Separation Agreement Release becoming irrevocablefully effective, all within the time frame set forth in the Release but in no event more than 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement):Termination: (i) i. the Company shall pay the Executive a lump sum in cash in an amount equal to 1.0 times the sum of (A) 12 months of the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) 1.0 times the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if ) (the Date of Termination is within 3 months prior to the first event constituting a “Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 months; andControl Payment”); (ii) . notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive and granted after the Effective Date that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date that of the Separation Agreement becomes irrevocable Release (the “Accelerated Vesting Date”); , provided that any termination or forfeiture of in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of such the Executive’s Time-Based Equity Awards that would otherwise occur be forfeited on the Date of Termination in the absence of this Agreement will be delayed to until the extent necessary to effectuate earlier of (A) the terms effective date of this Agreementthe Release (at which time acceleration will occur), or (B) the date that the Release can no longer become fully effective (at which time the unvested portion of the Executive’s Time-Based Equity Awards will be forfeited). Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date, ; and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; andACTIVE/116086497.1 (iii) if the Executive was participating in the Company’s group health plan immediately prior . subject to the Date Executive’s copayment of Termination premium amounts at the applicable active employees’ rate and timely elects the Executive’s proper election to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 12 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. ; The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or occurs on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”)) following the Effective Date. The These provisions of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocablefully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement):Termination: (i) the Company shall pay the Executive a lump sum in cash in an amount equal to 1.0 one (1) times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if the Date of Termination is within 3 months prior to the first event constituting a Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 months; and (ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and (iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Time- Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date that of the Separation Agreement becomes irrevocable and Release (the “Accelerated Vesting Date”); , provided that any termination or forfeiture of in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of such the Executive’s options that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed to the extent necessary to effectuate the terms of this Agreementterminated or forfeited). Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iiiiv) if the Executive was participating in the Company’s group health plan immediately prior subject to the Date Executive’s copayment of Termination premium amounts at the applicable active employees’ rate and timely elects the Executive’s proper election to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider or the COBRA provider Executive a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the 12 eighteen (18) month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The provisions of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement by the Executive and the Separation Agreement becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement): (i) the Company shall pay the Executive an amount equal to 1.0 times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher). Such amounts shall generally to be paid in a lump sum cash payment; provided, however, that if the Date of Termination is within 3 months prior to the first event constituting a Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 months; and (ii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the date that the Separation Agreement becomes irrevocable (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed to the extent necessary to effectuate the terms of this Agreement. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and timely elects to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the full cost of such continuation coverage plus any administration fee until the earliest of (A) the 12 _12_ month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within Outside the Change in Control Period. The provisions Outside of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The provisions of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. Period (a) as defined below): If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period), then, in addition to the Accrued Obligations, and subject to (i) the Executive signing a separation agreement and release in a form and manner satisfactory to the Company, which shall include, without limitation, a general release of claims against the Company and all related persons and entities, a reaffirmation of all of the Executive’s Continuing Obligations (as defined below), and, and shall provide that if the Executive breaches any of the Continuing Obligations, all payments of the Severance Amount shall immediately cease (the “Separation Agreement and Release”), and (ii) the Separation Agreement by the Executive and the Separation Agreement Release becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement):Agreement and Release), which shall include a seven (7) business day revocation period: (ia) the Company shall pay the Executive an amount equal to 1.0 times the sum nine (9) months of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if the Date of Termination is within 3 months prior to the first event constituting a Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 months; and (ii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting continuation (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the date that the Separation Agreement becomes irrevocable (the “Accelerated Vesting DateSeverance Amount”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement event the Executive is entitled to any payments pursuant to the Restrictive Covenants Agreement, the Severance Amount received in any calendar year will be delayed reduced by the amount the Executive is paid in the same such calendar year pursuant to the extent necessary Restrictive Covenants Agreement (the “Restrictive Covenants Agreement Setoff”); (b) subject to effectuate the terms Executive’s copayment of this Agreement. Notwithstanding premium amounts at the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination applicable active employees’ rate and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the CompanyExecutive’s group health plan immediately prior to the Date of Termination and timely elects proper election to receive continued health benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to the group health plan provider, the COBRA provider or the COBRA provider Executive a monthly payment equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 12 month anniversary end of the Date of Terminationperiod during which the Severance Amount is paid; (B) the date that the Executive becomes eligible Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates; and (c) if the Date of Termination is in the first quarter of the calendar year, the Company shall pay the Executive any earned but as of yet unpaid annual bonus (as determined by the Board) from the prior calendar year’s performance, which portion the Company shall pay on or around the same time the Company pays other bonuses for that year’s performance. The amounts payable under this Section 6(a)5, to the extent taxable, shall be paid or commence to be paid out in substantially equal installments as salary continuation in accordance with the Company’s payroll practice, commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments the Severance Amount, to the extent they qualify it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), shall be paid or commence begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).

Severance Pay and Benefits. Upon Termination by If you enter into, do not revoke, and comply with this Agreement, then the Company without Cause or by will provide you with the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, below payments and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The provisions of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreementbenefits. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement by the Executive and the Separation Agreement becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement): (i) the Company shall pay the Executive you an amount equal to 1.0 times the sum of (A) 12 months of your Base Salary, as that term is defined in the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in ControlEmployment Agreement, if higher) plus (B) the Executive’s your Target Bonus for the then-current 2023 fiscal year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if the Date of Termination is within 3 months prior to the first event constituting a Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 months; and (ii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the date that the Separation Agreement becomes irrevocable (the “Accelerated Vesting DateSeverance Amount”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed to the extent necessary to effectuate the terms of this Agreement. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and; (iiib) if subject to your copayment of premium amounts at the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination applicable active employees’ rate and timely elects your proper election to receive continued health benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to the group health plan provider or provider, the COBRA provider or to you a monthly payment equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the Company would have made to provide health insurance to you if you had remained employed by the Company until the earliest of (A) the 12 month anniversary of the Date of TerminationSeparation Date; (B) the date that the Executive becomes eligible your eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health your continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive you for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under ; and (c) accelerated vesting of each of your outstanding stock options shall occur such that, on the Effective Date of this Section 6(aAgreement, you shall receive immediate accelerated vesting of each option with respect to the same number of shares that would have vested if you had continued in employment with the Company through the next anniversary of the grant date for such option (the “Accelerated Vesting Date”), in accordance with the vesting schedule applicable to the extent taxablesuch option, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A Separation Date falls on an anniversary of the Codegrant date of any stock option, shall no accelerated vesting will be paid or commence to be paid in the second calendar year by the last day of provided for such 60-day periodstock option; provided, provided further, that any termination or forfeiture of the initial payment shall include a catch-up payment unvested portion of such options that would otherwise occur on the Separation Date in the absence of this Agreement will be delayed until the Effective Date of this Agreement and will only occur if the vesting pursuant to cover amounts retroactive this subsection does not occur due to the day immediately absence of the Agreement becoming fully effective within the time period set forth therein. For the avoidance of doubt, the portion of your stock options that are accelerated pursuant to this Section will remain exercisable for ninety (90) days following the Date end of Terminationyour service on the Board pursuant to Section 1(b) above.

Severance Pay and Benefits. Upon (a) Severance Pay and Benefits upon Termination by the Company without Cause or by the Executive for with Good Reason within outside the Change in Control Period. The provisions of this Section 6 shall apply in lieu ofDuring the Term, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The provisions of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) 6(c), or the Executive terminates employment for with Good Reason as provided in Section 3(e) and in 6(d), each case the Date outside of Termination occurs during the Change in Control PeriodPeriod (as defined below), then, then in addition to the Accrued ObligationsBenefits, and subject to (i) the Executive signing of a separation agreement and release in substantially the form attached hereto as Exhibit A (the “Separation Agreement and Release”), and (ii) the Separation Agreement by the Executive and the Separation Agreement Release becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation AgreementAgreement and Release): (i) the The Company shall pay the Executive an amount equal to 1.0 times the sum 12 months of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to (the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher“Severance Amount”). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if the Date of Termination is within 3 months prior to the first event constituting a Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 months; and (ii) notwithstanding anything subject to the contrary in any Executive’s copayment of premium amounts at the applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the date that the Separation Agreement becomes irrevocable (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed to the extent necessary to effectuate the terms of this Agreement. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination active employees’ rate and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the CompanyExecutive’s group health plan immediately prior to the Date of Termination and timely elects proper election to receive continued health benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to the group health plan provider, the COBRA provider or the COBRA provider Executive a monthly payment equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 12 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a7(a), to the extent taxable, shall be paid or commence to be paid out in substantially equal installments in accordance with the Company’s payroll practice over 12 months commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments the Severance Amount, to the extent they qualify it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. During the Change in Control Period (as defined below): The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e)3, and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The These provisions of this Section 6 shall terminate and be of no further force or effect after the a Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocablefully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement):Termination: (i) the Company shall pay the Executive a lump sum in cash in an amount equal to 1.0 times the sum of (A) the Executive’s then-current Base Salary fifteen (or 15) months of the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) and Target Bonus plus (B) the Executive’s Target Bonus for the then-current year (or of the Executive’s Target Bonus Date of Termination prorated for the amount of time employed in effect immediately that year prior to the Change in Control, Date of Termination plus (C) if higher). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that the if the Date of Termination is within 3 months prior to in the first event constituting a quarter of the calendar year, the Company shall pay the Executive any earned but as of yet unpaid annual bonus (as determined by the Board) from the prior calendar year’s performance ((A), (B), and (C) together, the “Change in Control, then, to Control Payment”); provided the extent such payments qualify as “non-qualified deferred compensation” within Change in Control Payment shall be reduced by the meaning of Section 409A amount of the CodeRestrictive Covenants Agreement Setoff, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 monthsif applicable; and (ii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all time-based stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting held by the Executive (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date that of the Separation Agreement becomes irrevocable and Release (the “Accelerated Vesting Date,” and such acceleration, the “Acceleration”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the effective date of the Separation Agreement and Release and will only occur if the vesting pursuant to this subsection does not occur due to the extent necessary to effectuate absence of the terms of this AgreementSeparation Agreement and Release becoming fully effective within the time period set forth therein. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and. (iii) if the Executive was participating in the Company’s group health plan immediately prior subject to the Date Executive’s copayment of Termination premium amounts at the applicable active employees’ rate and timely elects the Executive’s proper election to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider, the COBRA provider or the COBRA provider Executive a monthly payment equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 12 fifteen (15) month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within Outside the Change in Control Period. The provisions of this Section 6 shall apply in lieu ofDuring the Term, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The provisions of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) ), or the Executive terminates his employment for Good Reason as provided in Section 3(e) and ), in each case the Date case, if such termination occurs outside of Termination occurs during the Change in Control Period, then, in addition to then the Company shall pay the Executive the Accrued Obligations. In addition, subject to (i) the Executive signing a separation agreement and release in a form and manner satisfactory to the Company, which shall include, without limitation, a general release of claims against the Company and all related persons and entities, a reaffirmation of all of the Executive’s Continuing Obligations (as defined below), and, in the Company’s sole discretion, a one-year post-employment noncompetition agreement which shall provide that if the Executive materially breaches any of the Continuing Obligations, all payments of the Severance Amount shall immediately cease (the “Separation Agreement and Release”), and subject to the signing of (ii) the Separation Agreement by the Executive and the Separation Agreement Release becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement):Agreement and Release), which shall include a seven (7) business day revocation period: (ia) the Company shall pay the Executive an amount equal to 1.0 times the sum of (A) the Executive’s then-current Base Salary (or 12 months of the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus and (B) one times the Executive’s Target Bonus for the then-then current year (or the Executive’s Target Bonus “Severance Amount”); provided in effect immediately prior the event the Executive is entitled to any payments pursuant to the Change Restrictive Covenants Agreement, the Severance Amount received in Control, if higher). Such amounts shall generally any calendar year will be reduced by the amount the Executive is paid in a lump sum cash payment; provided, however, that if the Date of Termination is within 3 months prior same such calendar year pursuant to the first event constituting a Change in Control, then, to Restrictive Covenants Agreement (the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 monthsRestrictive Covenants Agreement Setoff”); and (iib) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, and only to the extent such termination of employment occurs within 12 months after the occurrence of the first event constituting a Change in Control, all time-based stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting held by the Executive (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the date that Effective Date of the Separation Agreement becomes irrevocable and Release (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the Effective Date of the Separation Agreement and Release and will only occur if the vesting pursuant to this subsection does not occur due to the extent necessary to effectuate absence of the terms of this AgreementSeparation Agreement and Release becoming fully effective within the time period set forth therein. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iiic) if the Executive was participating in the Company’s group health plan immediately prior subject to the Date Executive’s copayment of Termination premium amounts at the active employees’ rate and timely elects the Executive’s proper election to receive continued health benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay the monthly employer contribution that the Company would have made to provide health insurance to the group health plan provider or Executive and his dependents if the COBRA provider a monthly payment equal to Executive had remained employed by the full cost of such continuation coverage plus any administration fee Company until the earliest of (A) the 12 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall will convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to shall be deemed a type of “severance pay” under the Executive meaning assigned in the Yumanity Therapeutics 401(k) Plan and shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA. The amounts payable under this Section 6(a5(a) and (c), to the extent taxable, shall be paid or commence to be paid out in substantially equal installments in accordance with the Company’s payroll practice over 12 months commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments the Severance Amount, to the extent they qualify it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”)) following the Effective Date. The These provisions of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocablefully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement):Termination: (i) the Company shall pay the Executive a lump sum in cash in an amount equal to 1.0 one and a half (1.5) times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if the Date of Termination is within 3 months prior to the first event constituting a Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 months; and (ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and (iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Time- Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date that of the Separation Agreement becomes irrevocable and Release (the “Accelerated Vesting Date”); , provided that any termination or forfeiture of in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of such the Executive’s options that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed to the extent necessary to effectuate the terms of this Agreementterminated or forfeited). Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iiiiv) if the Executive was participating in the Company’s group health plan immediately prior subject to the Date Executive’s copayment of Termination premium amounts at the applicable active employees’ rate and timely elects the Executive’s proper election to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider or the COBRA provider Executive a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the 12 eighteen (18) month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within during the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to occurs during the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The These provisions of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of a general release of claims against the Separation Company and all related persons and entities that shall not release the Executive’s rights under this Agreement (the “Release”) by the Executive and the Separation Agreement Release becoming irrevocablefully effective, all within the time frame set forth in the Release but in no event more than 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement):Termination: (i) i. the Company shall pay the Executive a lump sum in cash in an amount equal to 1.0 times the sum of (A) 12 months of the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) 1.0 times the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if ) (the Date of Termination is within 3 months prior to the first event constituting a “Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 months; andControl Payment”); (ii) . notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive and granted after the Effective Date that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date that of the Separation Agreement becomes irrevocable Release (the “Accelerated Vesting Date”); , provided that any termination or forfeiture of in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of such the Executive’s Time-Based Equity Awards that would otherwise occur be forfeited on the Date of Termination in the absence of this Agreement will be delayed to until the extent necessary to effectuate earlier of (A) the terms effective date of this Agreementthe Release (at which time acceleration will occur), or (B) the date that the Release can no longer become fully effective (at which time the unvested portion of the Executive’s Time-Based Equity Awards will be forfeited). ACTIVE/128425328.1 Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the Company’s group health plan immediately prior . subject to the Date Executive’s copayment of Termination premium amounts at the applicable active employees’ rate and timely elects the Executive’s proper election to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 12 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. ; The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

Severance Pay and Benefits. Upon Termination by In return for the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions execution of this Section 6 shall apply in lieu ofAgreement, it becoming effective (see paragraph 18), and expressly supersedeExecutive honoring (and continuing to honor) all of its terms, Xxxxxxx Petroleum will provide Executive with the provisions severance pay and benefits in accordance with Section 5.c. of Section 5 if the Employment Agreement. Additionally, Xxxxxxx Petroleum will provide Executive with accrued benefits consisting of (i) all base salary earned but unpaid for the Executive’s employment is terminated either (a) by time period ending with the Company without Cause as provided in Section 3(d)Separation Date, or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date value of Termination is within 3 months prior to the first event constituting a Change all accrued, unused vacation days, (iii) reimbursement for any and all monies advanced in Control or connection with Executive’s employment for reasonable and necessary expenses incurred by Executive on or within 12 months after the occurrence behalf of the first event constituting a Change Xxxxxxx Petroleum for the time period ending with the Separation Date in Control accordance with Xxxxxxx Petroleum’s policies and (such period, iv) any benefits to which Executive is entitled on the “Change in Control Period”). The provisions Separation Date under the terms of this Section 6 shall terminate and be any 401(k) plan of no further force or effect after the Change in Control PeriodXxxxxxx Petroleum. For the avoidance of doubt, in no event Executive understands and agrees that Executive’s acceptance of this Agreement mean that Executive will the Executive not, under any circumstances, be paid or become entitled to the severance pay and benefits provided under Section 5.d. of the Employment Agreement or any other payment or benefits in connection with a Change of Control (as defined in the Employment Agreement). a. For the further avoidance of doubt, Executive understands that the severance pay and benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing 5.c. of the Separation Employment Agreement by includes only the Executive and the Separation Agreement becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement): following: (i) the Company shall pay the Executive an amount a lump sum payment equal to 1.0 times the sum of one times (A1x) the Executive’s then-current Base Salary (or base salary at the Executive’s Base Salary rate in effect as of immediately prior to the Change in Control, if higher) plus (B) the Separation Date and Executive’s Target Bonus for 2020 target annual bonus, payable on the then-current year first day of the seventh month following the month in which the Separation Date occurs (or equal to $883,500), (ii) at the expense of Xxxxxxx Petroleum and subject to Executive’s Target Bonus in effect timely election under COBRA, continued coverage of the same or equivalent life insurance, hospitalization, medical, dental, and vision coverage as provided to Executive’s immediately prior to the Change in Control, if higher). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if Separation Date until the earlier of 18 months after the Separation Date of Termination is within 3 months prior to or such time Executive has obtained new employment (the first event constituting a Change in Control, then, to “Benefits Continuation Period”) and (iii) beginning after the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A expiration of the Codesix-month period following the Separation Date, the portion of such payment an amount equal to the aggregate amount that would otherwise be payable pursuant of any premiums paid by Executive to Section 5(a) shall be paid maintain a group term life insurance policy providing a benefit in substantially equal installments in accordance with excess of $50,000 during the Company’s payroll practice over 12 months; and (ii) notwithstanding anything to six-month period following the contrary in Separation Date and continuation of coverage of any applicable option agreement or other stock-based award agreementsuch policy, all stock options and other stock-based awards held by at the Executive that are subject solely to time-based vesting (expense of Xxxxxxx Petroleum, for the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as duration of the later of (i) the Date of Termination Benefits Continuation Period. Executive expressly acknowledges and agrees that Executive is not entitled to any additional bonus payment for 2020 or (ii) the date that the Separation Agreement becomes irrevocable (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed to the extent necessary to effectuate the terms of this Agreement. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and timely elects to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the full cost of such continuation coverage plus any administration fee until the earliest of (A) the 12 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Terminationotherwise.

Severance Pay and Benefits. Upon a Termination Without Cause or Resignation for Good Reason Outside the Change of Control Period. (i) The Company may terminate Executive’s employment with the Company at any time without Cause. Executive may terminate Executive’s employment with the Company at any time for any reason, including for Good Reason. (ii) In the event that Executive’s employment with the Company is terminated by the Company without Cause or by the Executive for Good Reason within Reason, in either case outside of the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The provisions of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, provided that Executive remains in addition to compliance with the Accrued Obligationsterms of this Agreement, and subject to the signing of the Separation Agreement by the Executive and the Separation Agreement becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement): (i) the Company shall provide Executive with the following severance benefits: (a) The Company shall pay the Executive an amount equal to 1.0 times the sum Executive, as severance, ____ (__)8 months of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to as of the Change in Control, if higher) plus (B) the date of Executive’s Target Bonus for employment termination, subject to standard payroll deductions and withholdings (the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher“Severance”). Such amounts shall generally Subject to Section 5.2(iii) below, the Severance will be paid in a lump sum cash payment; provided, however, that if the Date of Termination is within 3 months prior to the first event constituting a Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with on the Company’s regular payroll practice schedule over 12 months; andthe ____ (__)9 month period following Executive’s termination of employment. (iib) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Provided Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the date that the Separation Agreement becomes irrevocable (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed to the extent necessary to effectuate the terms of this Agreement. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and timely elects to receive continued health benefits coverage under the COBRA, the Company shall pay to the group health plan provider or the Company’s portion of Executive’s COBRA provider a monthly payment premiums, equal to the full cost percentage of such continuation health premiums paid by the Company prior to Executive’s termination, to continue Executive’s coverage plus any administration fee until (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s date of termination and ending on the earliest of to occur of: (Ai) the 12 _____ (__)10 month anniversary of the Date Executive’s date of Terminationtermination; (Bii) the date that the Executive becomes eligible for group medical health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan benefits termination. In the event Executive becomes covered under any other another employer’s group medical plan; health plan or (C) otherwise ceases to be eligible for COBRA during the cessation COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the Executive’s health continuation rights under COBRA; providedforegoing, however, that if the Company determines determines, in its sole discretion, that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company instead shall convert such payments pay to payroll payments directly Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the time period specified aboveremainder of the COBRA Premium Period. Such payments to Executive may, but is not obligated to, use such Special Cash Payments toward the Executive shall be subject to tax-related deductions cost of COBRA premiums. 8 NTD: 12 months for the CEO and withholdings nine months for other executives. 9 NTD: 12 months for the CEO and paid on nine months for other executives. 10 NTD: 12 months for the Company’s regular payroll dates. CEO and 9 months for other executives. (iii) The amounts payable under this Section 6(a)5.2, to the extent taxable, shall be paid or commence to be paid within 60 days after the Date date of Terminationtermination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 7 shall apply in lieu of, and expressly supersede, the provisions of Section 5 6 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 three months prior to the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The These provisions of this Section 6 shall terminate and be of no further force or effect after the a Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocablefully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement):Termination: (i) the Company shall pay the Executive a lump sum in cash in an amount equal to 1.0 1.5 times the sum of (A) the Executive’s then-then current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus “Change in effect immediately prior to Control Payment”); provided the Change in ControlControl Payment shall be reduced by the amount of the Restrictive Covenants Agreement Setoff, if higher). Such amounts shall generally applicable, paid or to be paid in a lump sum cash payment; provided, however, that if the Date of Termination is within 3 months prior to the first event constituting a Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 monthssame calendar year; and (ii) notwithstanding anything to the contrary in any applicable option agreement equity incentive plan(s) or other stock-based award agreementagreement(s), all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) Awards shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date that of the Separation Agreement becomes irrevocable and Release (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the effective date of the Separation Agreement and Release and will only occur if the vesting pursuant to this subsection does not occur due to the extent necessary to effectuate absence of the terms of this AgreementSeparation Agreement and Release becoming fully effective within the time period set forth therein. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the Company’s group health plan immediately prior subject to the Date Executive’s copayment of Termination premium amounts at the applicable active employees’ rate and timely elects the Executive’s proper election to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider, the COBRA provider or the COBRA provider Executive a monthly payment equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 12 18 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a7(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within Outside the Change in Control Period. The provisions Outside of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The provisions of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. Period (a) as defined below): If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period), then, in addition to the Accrued Obligations, and subject to (i) the Executive signing a separation agreement and release in a form and manner satisfactory to the Company, which shall include, without limitation, a general release of claims against the Company and all related persons and entities, a reaffirmation of all of the Executive’s Continuing Obligations (as defined below), and shall provide that if the Executive breaches any of the Continuing Obligations, all payments of the Severance Amount shall immediately cease (the “Separation Agreement and Release”), and (ii) the Separation Agreement by the Executive and the Separation Agreement Release becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement):Agreement and Release), which shall include a seven (7) business day revocation period: (ia) the Company shall pay the Executive an amount equal $500,000 (the “Severance Amount”); provided in the event the Executive is entitled to 1.0 times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior any payments pursuant to the Change Restrictive Covenants Agreement, the Severance Amount received in Control, if higher) plus (B) any calendar year will be reduced by the Executive’s Target Bonus for amount the then-current Executive is paid in the same such calendar year (or the Executive’s Target Bonus in effect immediately prior pursuant to the Change in Control, if higherRestrictive Covenants Agreement (the “Restrictive Covenants Agreement Setoff”). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if the Date of Termination is within 3 months prior to the first event constituting a Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 months; and (iib) notwithstanding anything subject to the contrary in any Executive’s copayment of premium amounts at the applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the date that the Separation Agreement becomes irrevocable (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed to the extent necessary to effectuate the terms of this Agreement. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination active employees’ rate and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the CompanyExecutive’s group health plan immediately prior to the Date of Termination and timely elects proper election to receive continued health benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to the group health plan provider, the COBRA provider or the COBRA provider Executive a monthly payment equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 12 twelve month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a)5, to the extent taxable, shall be paid or commence to be paid out in substantially equal installments in accordance with the Company’s payroll practice over twelve months commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments the Severance Amount, to the extent they qualify it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), shall be paid or commence begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or anticipation of, on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The These provisions of this Section 6 shall terminate and be of no further force or effect after the a Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocablefully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement):Termination: (i) the Company shall pay the Executive a lump sum in cash in an amount equal to 1.0 one (1) times the sum of (A) the Executive’s then-then current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus “Change in effect immediately prior to Control Payment”); provided the Change in ControlControl Payment shall be reduced by the amount of the Restrictive Covenants Agreement Setoff, if higher). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if the Date of Termination is within 3 months prior to the first event constituting a Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 monthsapplicable; and (ii) notwithstanding anything subject to the contrary in any Executive’s copayment of premium amounts at the applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the date that the Separation Agreement becomes irrevocable (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed to the extent necessary to effectuate the terms of this Agreement. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination active employees’ rate and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the CompanyExecutive’s group health plan immediately prior to the Date of Termination and timely elects proper election to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider, the COBRA provider or the COBRA provider Executive a monthly payment equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 12 twelve (12) month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates; and (iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all time-based stock options and other stock-based awards subject to time-based vesting held by the Executive (the “Time-Based Equity Awards”) shall immediately accelerate and become fully exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the effective date of the Separation Agreement and Release and will only occur if the vesting pursuant to this subsection does not occur due to the absence of the Separation Agreement and Release becoming fully effective within the time period set forth therein. Notwithstanding the foregoing, no additional vesting of the Time-Based Equity Awards shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

Severance Pay and Benefits. Upon Termination If (1) Executive is involuntarily terminated by the Company without Cause or by the Executive terminates his employment for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu ofReason, and expressly supersede, the provisions (2) Executive executes (and does not rescind) a release of Section 5 if (i) the Executive’s employment is terminated either (a) claims in a form supplied by the Company without Cause as provided in Section 3(d(the “Release”), or then the Company will provide Executive the following severance pay and benefits: x. Xxxxxxxxx pay in an amount equal to twelve (b12) by months’ of Executive’s then current base salary, subject to required and authorized deductions and withholdings, which will be paid at regular payroll intervals over the Executive for Good Reason as provided in Section 3(e), course of the 12-month period immediately following the effective date of Executive’s termination and (ii) the Date of Termination is within 3 months prior to commencing upon the first event constituting a Change in Control or on or within 12 months after scheduled payroll cycle immediately following the occurrence of date the first event constituting a Change in Control Release is executed and no longer subject to revocation (such period, the “Change in Control PeriodSeparation Effective Date”). The provisions first such cash payment will include payment of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement by the Executive and the Separation Agreement becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement): (i) the Company shall pay the Executive an amount equal to 1.0 times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately amounts that otherwise would have been due prior to the Change in Control, if higher) plus (B) Separation Effective Date had such payments commenced immediately upon the termination of Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if the Date of Termination is within 3 months prior to the first event constituting a Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable employment. b. Provided Executive elects pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 months; and (ii) notwithstanding anything COBRA to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely continue to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the date that the Separation Agreement becomes irrevocable (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed to the extent necessary to effectuate the terms of this Agreement. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating participate in the Company’s group health plan and dental insurance plans, to pay COBRA premiums for health and dental insurance coverage under the plans for the 12-month period immediately prior following the effective date of the termination .. The Company will discontinue payments under this Section 7.b if and at such time as Executive is eligible to enroll in a new employer’s group health and/or dental programs, as applicable, and Executive agrees to promptly provide the Company notice if he becomes eligible to enroll in the group health and/or dental programs of a new employer. If the Company determines, in its sole discretion, that payment of the COBRA premiums under this Section 7.b would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code or any statute or regulation of similar effect (including but not limited to the Date 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of Termination and timely elects to receive continued health benefits under paying the COBRACOBRA premiums, the Company shall may instead elect to pay to Executive on the group health plan provider or the COBRA provider first day of each month, a monthly fully taxable cash payment equal to the full COBRA premiums for that month, subject to applicable tax withholdings (the “Special Severance Payment”), for each remaining month during which Executive is entitled to receive payment of the COBRA premiums under this Section 7.b. Executive may, but is not obligated to, use the Special Severance Payment toward the cost of such continuation coverage plus COBRA premiums. The Company has the right to modify or terminate its group insurance plans at any administration fee until time and Executive will have the earliest of (A) the 12 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts same right to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on participate in the Company’s regular payroll dates. The amounts payable under this Section 6(a), group insurance plans only as is provided on an equivalent basis to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of TerminationCompany’s employees.

Severance Pay and Benefits. Upon Termination by If, during the Company without Cause or by term of this Agreement, the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) cease to be employed by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 expiration of 15 months after the occurrence of the first event constituting a Change in Control (such periodControl, the “Change in Control Period”). The provisions of this Section 6 Executive shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 the following compensation and Section 6 of this Agreement.benefits: (a) If the Executive’s 's employment is terminated by with the Company without Cause as provided in Section 3(d) or shall be terminated at any time prior to the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case expiration of 15 months after the Date occurrence of Termination occurs during the Change in Control Period(x) by reason of the Executive's death or (y) by the Company for Disability, then, in addition the Company shall pay to the Executive the Accrued ObligationsCompensation plus the Pro Rata Bonus. (b) During the period commencing on the date of the Change in Control and ending on the 90th day thereafter (the "Window Period"), if the Executive's employment with the Company shall be terminated (other than by reason of the Executive's death and subject other than by the Company for Disability), whether at the instigation of the Executive or the Company, with or without Cause, for Good Reason or not, the Executive shall be entitled to the signing of the Separation Agreement by the Executive and the Separation Agreement becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement):following: (i1) the Company shall pay the Executive all Accrued Compensation and a Pro-Rata Bonus; (2) the Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, in a single payment an amount in cash equal to 1.0 two and one-half times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus Amount and (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher). Such amounts shall generally be paid in a lump sum cash paymentAmount; provided, however, that if and only if the Date Executive's employment with the Company is terminated for the reasons set forth in Section 8(c) of Termination that certain Employment Agreement between Vacuum General, Inc. and the Executive, dated October 5, 1989, as it may be amended, supplemented, restated or replaced from time to time, including any such amendment, supplement, restatement or replacement that is within 3 months prior between the Company and the Executive (the "Existing Employment Agreement") and the Executive elects to require the Company to enter into a consulting contract with the Executive in accordance with Section 8(c) of the Existing Employment Agreement, the amount payable to the first event constituting a Change in Control, then, Executive pursuant to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment this subsection 2 shall be reduced by an amount equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be or paid in substantially equal installments in accordance with the Company’s payroll practice over 12 months; and (ii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the date that the Separation Agreement becomes irrevocable (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed to the extent necessary to effectuate the terms of this Agreement. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and timely elects to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the full cost of such continuation coverage plus any administration fee until the earliest of (A) the 12 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for pursuant to Sections 8(c)(2)(i) and 8(c)(2)(iv) of the time period specified above. Such payments Existing Employment Agreement but in any event the amount payable to the Executive pursuant to this subsection 2 shall not be subject reduced to tax-related deductions an amount less than zero; and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.if any

Severance Pay and Benefits. Upon Termination by If Executive's employment with the Company without Cause or by terminates under circumstances as described in Section 12.2. above, Executive shall be entitled to receive all of the following: (A) all accrued compensation through the termination date, plus any Bonus for which the Executive otherwise would be eligible in the year of termination, prorated through the termination date, payable in cash. For purposes of Sections 12.3(A) and 12.3(B), "Bonus" shall be defined as any benefits for Good Reason within which Executive would be eligible under the Change Executive Compensation Plan described in Control PeriodSection 3.2 of this Agreement. The provisions amount of this Section 6 such Bonus shall apply be paid in lieu ofcash and, for purposes of Sections 12.3(A) and expressly supersede12.3(B), shall be calculated as if Executive had achieved 100% of Executive's performance goals for that year. (B) a severance payment equal to two and ninety-nine hundredths (2.99) times the provisions amount of Section 5 if Executive's most recent annual compensation, including the amount of her most recent annual Bonus. The severance amount shall be paid (i) in cash in thirty-four (34) equal monthly installments commencing one month after the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d)termination date, or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is in a lump sum, within 3 months prior to the first event constituting a Change in Control or on or within 12 months one month after the occurrence termination date, at the sole option of the first event constituting a Change in Control (such period, the “Change in Control Period”). The provisions of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this AgreementExecutive. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement by the Executive and the Separation Agreement becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement): (iC) the Company shall pay maintain in full force and effect, for eighteen (18) months after the termination date, all life insurance, health, accidental death and dismemberment, disability plans and other benefit programs in which Executive an amount equal is entitled to 1.0 times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect participate immediately prior to the Change termination date, provided that Executive's continued participation is possible under the general terms and provisions of such plans and programs. Executive's continued participation in Control, if higher) plus (B) such plans and programs shall be at no greater cost to Executive than the Executive’s Target Bonus cost she bore for the then-current year (or the Executive’s Target Bonus in effect such participation immediately prior to the Change termination date. If Executive's participation in Controlany such plan or program is barred, if higher). Such amounts Company shall generally be paid in a lump sum cash payment; providedarrange upon comparable terms, however, that if and at no greater cost to Executive than the Date of Termination is within 3 months cost she bore for such plans and programs prior to the first event constituting a Change in Control, thentermination date, to the extent provide Executive with benefits substantially similar to, or greater than, those which she is entitled to receive under any such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 monthsplan or program; and (iiD) notwithstanding anything to the contrary in any applicable option agreement a lump sum payment (or other stock-based award agreement, all stock options and other stock-based awards held otherwise as specified by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the date that the Separation Agreement becomes irrevocable (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed to the extent necessary to effectuate the terms of this Agreement. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and timely elects to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the full cost of such continuation coverage plus any administration fee until the earliest of (A) the 12 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year permitted by the last day applicable plan) of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.any and all amounts

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control 60 days before or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The These provisions of this Section 6 shall terminate and be of no further force or effect after the a Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocablefully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement):Termination: (i) the Company shall pay the Executive a lump sum in cash in an amount equal to 1.0 [___] times the sum of (A) the Executive’s then-then current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if the Date of Termination is within 3 months prior to the first event constituting a Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 monthsyear; and (ii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all time-based stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting held by the Executive (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date that of the Separation Agreement becomes irrevocable and Release (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that 6 This period will match the length of base salary continuation pursuant to (a) above. ACTIVE/100854405.3 would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the effective date of the Separation Agreement and Release and will only occur if the vesting pursuant to this subsection does not occur due to the extent necessary to effectuate absence of the terms of this AgreementSeparation Agreement and Release becoming fully effective within the time period set forth therein. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the Company’s group health plan immediately prior subject to the Date Executive’s copayment of Termination premium amounts at the applicable active employees’ rate and timely elects the Executive’s proper election to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider, the COBRA provider or the COBRA provider Executive a monthly payment equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 12 [__] month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided. For the avoidance of doubt, further, in the event that the initial payment shall include Executive’s Date of Termination is within the 60 days before a catch-up payment to cover amounts retroactive Change in Control and the Executive has signed the Separation Agreement and Release that has become irrevocable and is entitled to the day immediately benefits under Section 5 of this Agreement, then the Executive will receive the benefits set forth in this Section 6 following the Date occurrence of Terminationa Change in Control; provided that the lump sum amount to be paid to the Executive pursuant to Section 6(a)(i) will be decreased by any benefits previously paid to the Executive pursuant to Section 5, and the Executive will receive no further benefits pursuant to Section 5. In no event may there be duplication of benefits under Section 5 and Section 6.

Severance Pay and Benefits. Upon (a) Severance Pay and Benefits upon Termination by the Company without Cause or by the Executive for Good Reason within outside the Change in Control Period. The provisions of this Section 6 shall apply in lieu ofDuring the Term, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The provisions of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) 6(c), or the Executive terminates employment for Good Reason as provided in Section 3(e) and in 6(d), each case the Date outside of Termination occurs during the Change in Control PeriodPeriod (as defined below), then, then in addition to the Accrued ObligationsBenefits, and subject to (i) the Executive signing of a separation agreement and release in [substantially the form attached hereto as Exhibit A](6) [a form and manner satisfactory to the Company](7) (the “Separation Agreement and Release”), and (ii) the Separation Agreement by the Executive and the Separation Agreement Release becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation AgreementAgreement and Release): (i) the The Company shall pay the Executive an amount equal to 1.0 times the sum 9 months of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to (the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher“Severance Amount”). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if the Date of Termination is within 3 months prior to the first event constituting a Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 months; and (ii) notwithstanding anything subject to the contrary in any Executive’s copayment of premium amounts at the applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the date that the Separation Agreement becomes irrevocable (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed to the extent necessary to effectuate the terms of this Agreement. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination active employees’ rate and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the CompanyExecutive’s group health plan immediately prior to the Date of Termination and timely elects proper election to receive continued health benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to the group health plan provider, the COBRA provider or the COBRA provider Executive a monthly payment equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 12 9 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 twelve (12) months after the occurrence of the first event constituting a Change in Control of Parent (such period, the “Change in Control Period”). The These provisions of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement by the Executive and the Separation Agreement becoming irrevocablefully effective, all within the time frame set forth in the Separation Agreement but in no event more than 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement):Termination: (i) the Company shall pay the Executive a lump sum in cash in an amount equal to 1.0 one (1) times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in ControlControl of Parent, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in ControlControl of Parent, if higher). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if ) (the Date of Termination is within 3 months prior to the first event constituting a “Change in Control, then, to Control Payment”); provided that the extent such payments qualify as “non-qualified deferred compensation” within Change in Control Payment shall be reduced by the meaning of Section 409A amount of the CodeRestrictive Covenants Agreement Setoff, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 monthsif applicable; and (ii) notwithstanding anything subject to the contrary in any Executive’s copayment of premium amounts at the applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the date that the Separation Agreement becomes irrevocable (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed to the extent necessary to effectuate the terms of this Agreement. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination active employees’ rate and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the CompanyExecutive’s group health plan immediately prior to the Date of Termination and timely elects proper election to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 12 twelve (12) month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

Severance Pay and Benefits. Upon Termination by If, during the Term, the Company terminates Executive’s employment without Cause or by the Executive terminates his employment for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersedeReason, the provisions Company, upon Executives execution of Section 5 if a full and complete waiver and release of all claims (iincluding any rights under the Norwegian employment law) the Executive’s employment is terminated either against Company, shall pay Executive a Cash Severance Amount and provide Executive with certain other severance benefits (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such periodcollectively, the “Change in Control PeriodSeverance Pay”)) as described below. The provisions of this Section 6 Severance Pay shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement.as follows: (a) If The Cash Severance Amount shall be the Executive’s employment is terminated by the Company without Cause amount as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement by the Executive and the Separation Agreement becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement): (i) the Exhibit A hereto. The Company shall pay the Cash Severance Amount to Executive an amount equal to 1.0 times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher). Such amounts shall generally be paid in a lump sum cash paymentby wire transfer on or as soon as reasonably practical after the termination date; provided, however, that if at such time Executive is a “specified employee,” as defined in Section 409A of the Date Internal Revenue Code of Termination is within 3 months prior to 1986, as amended (“Code”) and the applicable Treasury Regulations thereunder, the Company shall not make such payment until the earlier of (i) the first day of the seventh month after Executive’s termination date or (ii) the date of Executive’s death. In the event constituting of any such delay in payment, such Cash Severance Amount shall bear interest at the LIBOR rate in effect on his termination date until paid. (b) Provided Executive timely elects continued coverage under the Company’s group health plan pursuant to Section 4980B of the Code (“COBRA”), the Company shall pay on Executive’s behalf the full premium required for such continued coverage elected for his applicable COBRA period but not to exceed 18 months; provided, however, the Company shall take all actions necessary for Executive not to be taxed on either the continued coverage or any health benefits received under the health plan, which may include, if effective, paying Executive a Change monthly amount in Controlcash, thenwith a full tax gross-up, that enables Executive to pay the extent health premium required with after-tax dollars in order for such payments qualify as “continued coverage or benefits to be non-qualified deferred compensation” within the meaning of taxable to him; provided, further however, if such reimbursement payments would be subject to tax under Section 409A of the Code, the portion Company shall provide Executive with either a full tax gross-up, paid when Executive remits such taxes, or reasonably equivalent health insurance coverage that does not subject Executive to tax under Sections 105, 106 or 409A of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 months; andCode. (iic) notwithstanding anything to the contrary in any applicable option agreement As soon as practical on or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the date that the Separation Agreement becomes irrevocable (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed to the extent necessary to effectuate the terms of this Agreement. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and timely elects to receive continued health benefits under the COBRAfollowing his termination, the Company shall pay Executive (i) any earned but unpaid base salary, (ii) any accrued but unused vacation, and (iii) all reasonable and unreimbursed business expenses incurred by him prior to the group health plan provider or the COBRA provider a monthly payment equal to the full cost his termination. (d) The Company shall provide Executive with outplacement services of such continuation coverage plus any administration fee until the earliest of (A) the 12 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; providedchoosing, howevernot to exceed $20,000. Executive shall not be entitled to Severance Pay for a termination of employment that is due to his death or Disability, that if his voluntary termination without Good Reason, or his termination by the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of TerminationCause.

Severance Pay and Benefits. Upon (a) Severance Pay and Benefits upon Termination by the Company without Cause or by the Executive for Good Reason within outside the Change in Control Period. The provisions of this Section 6 shall apply in lieu ofDuring the Term, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The provisions of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) 6(c), or the Executive terminates employment for Good Reason as provided in Section 3(e) and in 6(d), each case the Date outside of Termination occurs during the Change in Control PeriodPeriod (as defined below), then, then in addition to the Accrued ObligationsBenefits, and subject to (i) the Executive signing of a separation agreement and release in substantially the form attached hereto as Exhibit A (the “Separation Agreement and Release”), and (ii) the Separation Agreement by the Executive and the Separation Agreement Release becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation AgreementAgreement and Release): (i) the The Company shall pay the Executive an amount equal to 1.0 times the sum 9 months of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to (the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher“Severance Amount”). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if the Date of Termination is within 3 months prior to the first event constituting a Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 months; and (ii) notwithstanding anything subject to the contrary in any Executive’s copayment of premium amounts at the applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the date that the Separation Agreement becomes irrevocable (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed to the extent necessary to effectuate the terms of this Agreement. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination active employees’ rate and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the CompanyExecutive’s group health plan immediately prior to the Date of Termination and timely elects proper election to receive continued health benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to the group health plan provider, the COBRA provider or the COBRA provider Executive a monthly payment equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 12 9 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under Section 7(a), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over 9 months commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount, to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). (b) Severance Pay and Benefits upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 7(b) shall apply in lieu of, and expressly supersede, the provisions of Section 7(a) if the Company terminates the Executive’s employment without Cause as provided in Section 6(c) or if the Executive terminates his employment for Good Reason as provided in Section 6(d), in either case within the Change in Control Period. These provisions shall terminate and be of no further force or effect after the Change in Control Period. During the Term, if during the Change in Control Period the Executive’s employment is terminated by the Company without Cause as provided in Section 6(c) or the Executive terminates employment for Good Reason as provided in Section 6(d), then, subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination: (i) The Company shall pay the Executive a lump sum in cash in an amount equal to the sum of (A) 12 months of the Executive’s then current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one times the Executive’s Target Bonus for the then-current year (the “Change in Control Payment”); (ii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all time-based stock options and other stock-based awards subject to time-based vesting held by the Executive (the “Time-Based Equity Awards”) shall immediately accelerate and become fully exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the Effective Date of the Separation Agreement and Release (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the Effective Date of the Separation Agreement and Release and will only occur if the vesting pursuant to this subsection does not occur due to the absence of the Separation Agreement and Release becoming fully effective within the time period set forth therein. Notwithstanding the foregoing, no additional vesting of the Time-Based Equity Awards shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date; and (iii) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to the group health plan provider, the COBRA provider or the Executive a monthly payment equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 18 month anniversary of the Date of Termination; (B) the Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s continuation rights under COBRA; provided, however, if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a7(b), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within Outside the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The provisions of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) ), or the Executive terminates employment for Good Reason as provided in Section 3(e) and ), in each case the Date outside of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to (i) the Executive signing a separation agreement and release in a form and manner satisfactory to the Company, which shall include, without limitation, a general release of claims against the Company and all related persons and entities, a reaffirmation of all of the Separation Agreement by Executive’s Continuing Obligations (as defined below), and, in the Company’s sole discretion, a one-year post-employment noncompetition agreement, and shall provide that if the Executive breaches any of the Continuing Obligations, all payments of the Severance Amount shall immediately cease (the “Separation Agreement”), and (ii) the Separation Agreement becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement): (ia) the Company shall pay the Executive an amount equal to 1.0 times the sum of (A) the Executive’s then-current Base Salary (or [ ]14 months of the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) a pro-rata portion of the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if the Date of Termination is within 3 months prior to the first event constituting a Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 months; and (ii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the date that the Separation Agreement becomes irrevocable (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in (the absence of this Agreement will be delayed to the extent necessary to effectuate the terms of this Agreement. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein“Severance Amount”); and (iiib) if the Executive was participating in the Company’s group health plan immediately prior subject to the Date Executive’s copayment of Termination premium amounts at the applicable active employees’ rate and timely elects the Executive’s proper election to receive continued health benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 12 [ ]15 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a)5, to the extent taxable, shall be paid or commence to be paid out in substantially equal installments in accordance with the Company’s payroll practice over [ ]16 months commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments payments, to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), shall be paid or commence begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). 14 NTD: 9 months for non-CEO executives; 12 months for CEO. 15 NTD: 9 months for non-CEO executives; 12 months for CEO. 16 NTD: 9 months for non-CEO executives; 12 months for CEO.

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The These provisions of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of a general release of claims against the Separation Company and all related persons and entities that shall not release the Executive’s rights under this Agreement (the “Release”) by the Executive and the Separation Agreement Release becoming irrevocablefully effective, all within the time frame set forth in the Release but in no event more than 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement):Termination: (i) the Company shall pay the Executive a lump sum in cash in an amount equal to 1.0 times the sum of (A) twelve (12) months of the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one (1) times the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if ) (the Date of Termination is within 3 months prior to the first event constituting a “Change in Control, then, to Control Payment”); provided that the extent such payments qualify as “non-qualified deferred compensation” within Change in Control Payment shall be reduced by the meaning of Section 409A amount of the CodeRestrictive Covenants Agreement Setoff, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 monthsif applicable; and (ii) notwithstanding anything subject to the contrary in any Executive’s copayment of premium amounts at the applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the date that the Separation Agreement becomes irrevocable (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed to the extent necessary to effectuate the terms of this Agreement. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination active employees’ rate and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the CompanyExecutive’s group health plan immediately prior to the Date of Termination and timely elects proper election to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 12 twelve (12) month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The These provisions of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of a general release of claims against the Separation Company and all related persons and entities that shall not release the Executive’s rights under this Agreement (the “Release”) by the Executive and the Separation Agreement Release becoming irrevocablefully effective, all within the time frame set forth in the Release but in no event more than 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement):Termination: (i) the Company shall pay the Executive a lump sum in cash in an amount equal to 1.0 [___] times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if ) (the Date of Termination is within 3 months prior to the first event constituting a “Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 monthsControl Payment”);; and (ii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date that of the Separation Agreement becomes irrevocable Release (the “Accelerated Vesting Date”); , provided that any termination or forfeiture of in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of such the Executive’s Time-Based Equity Awards that would otherwise occur be forfeited on the Date of Termination in the absence of this Agreement will be delayed to until the extent necessary to effectuate earlier of (A) the terms effective date of this Agreementthe Release (at which time acceleration will occur), or (B) the date that the Release can no longer become fully effective (at which time the unvested portion of the Executive’s Time-Based Equity Awards will be forfeited). Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the Company’s group health plan immediately prior subject to the Date Executive’s copayment of Termination premium amounts at the applicable active employees’ rate and timely elects the Executive’s proper election to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 12 [__] month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The These provisions of this Section 6 shall terminate and be of no further force or effect after the a Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocablefully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement):Termination: (i) the Company shall pay the Executive a lump sum in cash in an amount equal to 1.0 times the sum of (A) the Executive’s then-then current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus “Change in effect immediately prior to Control Payment”); provided the Change in ControlControl Payment shall be reduced by the amount of the Restrictive Covenants Agreement Setoff, if higher). Such amounts shall generally applicable, paid or to be paid in a lump sum cash payment; provided, however, that if the Date of Termination is within 3 months prior to the first event constituting a Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 monthssame calendar year; and (ii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date that of the Separation Agreement becomes irrevocable and Release (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion p ortion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the effective date of the Separation Agreement and Release and will only occur if the vesting pursuant to this subsection does not occur due to the extent necessary to effectuate absence of the terms of this AgreementSeparation Agreement and Release becoming fully effective within the time period set forth therein. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the Company’s group health plan immediately prior subject to the Date Executive’s copayment of Termination premium amounts at the applicable active employees’ rate and timely elects the Executive’s proper election to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider, the COBRA provider or the COBRA provider Executive a monthly payment equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 12 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within Outside the Change in Control Period. The provisions Outside of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The provisions of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. Period (a) as defined below): If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period), then, in addition to the Accrued Obligations, and subject to (i) the Executive signing a separation agreement and release in a form and manner satisfactory to the Company, which shall include, without limitation, a general release of claims against the Company and all related persons and entities, a reaffirmation of all of the Executive’s Continuing Obligations (as defined below), and shall provide that if the Executive breaches any of the Continuing Obligations, all payments of the Severance Amount shall immediately cease (the “Separation Agreement and Release”), and (ii) the Separation Agreement by the Executive and the Separation Agreement Release becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement):Agreement and Release), which shall include a seven (7) business day revocation period: (ia) the Company shall pay the Executive an amount equal to 1.0 times the sum twelve (12) months of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if the Date of Termination is within 3 months prior to the first event constituting a Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 months; and (ii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the date that the Separation Agreement becomes irrevocable (the “Accelerated Vesting DateSeverance Amount”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement event the Executive is entitled to any payments pursuant to the Restrictive Covenants Agreement, the Severance Amount received in any calendar year will be delayed reduced by the amount the Executive is paid in the same such calendar year pursuant to the extent necessary Restrictive Covenants Agreement (the “Restrictive Covenants Agreement Setoff”); (b) subject to effectuate the terms Executive’s copayment of this Agreement. Notwithstanding premium amounts at the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination applicable active employees’ rate and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the CompanyExecutive’s group health plan immediately prior to the Date of Termination and timely elects proper election to receive continued health benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to the group health plan provider, the COBRA provider or the COBRA provider Executive a monthly payment equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 12 month anniversary end of the Date of Terminationperiod during which the Severance Amount is paid; (B) the date that the Executive becomes eligible Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates; and (c) if the Date of Termination is in the first quarter of the calendar year, the Company shall pay the Executive any earned but as of yet unpaid annual bonus (as determined by the Board) from the prior calendar year’s performance, which portion the Company shall pay on or around the same time the Company pays other bonuses for that year’s performance. The amounts payable under this Section 6(a)5, to the extent taxable, shall be paid or commence to be paid out in substantially equal installments as salary continuation in accordance with the Company’s payroll practice, commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments the Severance Amount, to the extent they qualify it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), shall be paid or commence begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. During the Change in Control Period (as defined below): The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The These provisions of this Section 6 shall terminate and be of no further force or effect after the a Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocablefully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement):Termination: (i) the Company shall pay the Executive a lump sum in cash in an amount equal to 1.0 times the sum of (A) the Executive’s then-current Base Salary Severance Amount as defined in Section 5 (or the Executive’s Base Salary “Change in effect immediately prior to Control Payment”); provided the Change in ControlControl Payment shall be reduced by the amount of the Restrictive Covenants Agreement Setoff, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if the Date of Termination is within 3 months prior to the first event constituting a Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 monthsapplicable; and (ii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all time-based stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting held by the Executive (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date that of the Separation Agreement becomes irrevocable and Release (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the effective date of the Separation Agreement and Release and will only occur if the vesting pursuant to this subsection does not occur due to the extent necessary to effectuate absence of the terms of this AgreementSeparation Agreement and Release becoming fully effective within the time period set forth therein. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the Company’s group health plan immediately prior subject to the Date Executive’s copayment of Termination premium amounts at the applicable active employees’ rate and timely elects the Executive’s proper election to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider, the COBRA provider or the COBRA provider Executive a monthly payment equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 12 month twelvemonth anniversary of the Date of Termination; (B) the date that the Executive becomes eligible Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The These provisions of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of a general release of claims against the Separation Agreement Company and all related persons and entities (the “Release”) by the Executive and the Separation Agreement Release becoming irrevocablefully effective, all within the time frame set forth in the Release but in no event more than 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement): (i) Termination, the Company shall pay the Executive a lump sum in cash in an amount equal to 1.0 times the sum of (A) 24 months of the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) ), plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if the Date of Termination is within 3 months prior to the first event constituting a Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 months; and (ii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the date that the Separation Agreement becomes irrevocable (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed to the extent necessary to effectuate the terms of this Agreement. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and timely elects to receive continued health benefits under the COBRA, the Company shall pay would have paid to the group health plan provider or the COBRA provider as a monthly payment equal employer contribution to the full cost of such continuation coverage plus any administration fee until the earliest of (A) the 12 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of continue the Executive’s group health continuation rights under COBRA; provided, however, that insurance if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then Executive had remained employed by the Company shall convert such payments to payroll payments directly to for an additional 24 months (the “Change in Control Payment”). In addition, the Executive will be paid the Prorated Bonus. Except for the time period specified above. Such payments to Prorated Bonus, the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. (b) [Intentionally omitted.]

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 the period beginning three (3) months prior to the first event constituting a Change in Control or on or within 12 before and ending twelve (12) months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The These provisions of this Section 6 shall terminate and be of no further force or effect after the a Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocablefully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement):Termination: (i) the Company shall pay the Executive a lump sum in cash in an amount equal to 1.0 times the sum of (Ai) eighteen (18) months of the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus and (Bii) the Executive’s Target Bonus for amount of any bonus earned in the then-current fiscal year (or the Executive’s Target Bonus in effect immediately ending prior to the Change in Control, if higher). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if the Date of Termination is within 3 months prior to the first event constituting a Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within not previously paid and that would have been paid if the meaning of Section 409A of the CodeExecutive’s employment had not been terminated ((i) and (ii) collectively, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid “Change in substantially equal installments in accordance with the Company’s payroll practice over 12 monthsControl Payment”); and (ii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all restricted stock awards, stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Unvested Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date that of the Separation Agreement becomes irrevocable and Release (the “Accelerated Vesting Date”); ): provided that any Unvested Equity Awards not assumed, continued or substituted by the successor in a Change in Control will accelerate immediately prior to the Change in Control and provided further that any termination or forfeiture of the unvested portion of such Time-Based Unvested Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the effective date of the Separation Agreement and Release and will only occur if the vesting pursuant to this subsection does not occur due to the extent necessary to effectuate Separation Agreement and Release not becoming fully effective within the terms of this Agreementtime period set forth therein. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Unvested Equity Awards shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the Company’s group health plan immediately prior subject to the Date Executive’s copayment of Termination premium amounts at the applicable active employees’ rate and timely elects the Executive’s proper election to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider, the COBRA provider or the COBRA provider Executive a monthly payment equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 12 eighteen (18) month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments payments, to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

Severance Pay and Benefits. Upon a Termination by the Company without Cause or by the Executive for Good Reason within Outside the Change in Control Period. The provisions of this Section 6 shall apply in lieu ofDuring the Term, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The provisions of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) ), or the Executive terminates the Executive’s employment for Good Reason as provided in Section 3(e) and ), in each case the Date outside of Termination occurs during the Change in Control PeriodPeriod (as defined below), then, in addition the Company shall pay to the Executive the Accrued ObligationsObligations and, and subject to the Executive signing a separation agreement in a form and manner satisfactory to and provided by the Company that contains, among other provisions, a general release of claims in favor of the Company and all related persons and entities, confidentiality, return of property and non-disparagement provisions, a reaffirmation of the Restrictive Covenants Agreement (as defined below), and, in the Company’s sole discretion, a one-year post-employment noncompetition agreement, and provides that if the Executive breaches the Restrictive Covenants Agreement, all payments of the severance payments and benefits shall immediately cease (the “Separation Agreement by the Executive and Release”) and the Separation Agreement and Release becoming irrevocablefully effective, all within the time frame set forth in the Separation Agreement and Release but in no event later than 60 days after the Date of Termination (or such shorter period as set forth in the Separation AgreementAgreement and Release): (i) the Company shall pay the Executive an amount equal to 1.0 times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year plus (or C) the Company shall pay the Executive a pro-rata portion of the management-based-on-objectives annual incentive compensation the Executive would otherwise be entitled to receive based on Company and individual performance for such calendar year, calculated by multiplying such amount by a fraction of which the numerator is the number of days in such calendar year prior to the Executive’s Target Bonus in effect immediately prior to date of termination, and the Change in Control, if higherdenominator is 365 (the “Pro-Rata Bonus”). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if the Date of Termination is within 3 months prior to the first event constituting a Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 months; and (ii) notwithstanding anything subject to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the date that the Separation Agreement becomes irrevocable (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed to the extent necessary to effectuate the terms of this Agreement. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the CompanyExecutive’s group health plan immediately prior to the Date of Termination and timely elects proper election to receive continued health benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the full cost of such continuation coverage plus any administration fee monthly COBRA premium until the earliest of (A) the 12 12-month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other another employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRACOBRA (such date, the “COBRA End Date”); provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating payments may violate applicable law (includinglaw, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert instead make such payments to payroll payments directly to the Executive for in the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular form of payroll datespayments. The amounts payable under this Section 6(a5(c), to the extent taxable, shall be paid or commence to be paid out in substantially equal installments in accordance with the Company’s payroll practice over 12 months commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments amounts, to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), shall be paid or commence begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. The Pro-Rate Bonus will paid at the same time as annual incentive compensation payments are made to active employees for such calendar year, but in no event later than March 15 of the calendar year following the year in which it is earned. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or occurs on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”)Period”)9 following the Effective Date. The These provisions of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release 7 NTD: 12 months for CEO, 9 months for all other executives. 8 NTD: 12 months for CEO, 9 months for all other executives. ACTIVE/115800828.1 becoming irrevocablefully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement):Termination: (i) the Company shall pay the Executive a lump sum in cash in an amount equal to 1.0 [___] times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if the Date of Termination is within 3 months prior to the first event constituting a Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 months; and (ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and (iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date that of the Separation Agreement becomes irrevocable and Release (the “Accelerated Vesting Date”); , provided that any termination or forfeiture of in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of such the Executive’s options that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed to the extent necessary to effectuate the terms of this Agreementterminated or forfeited). Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iiiiv) if the Executive was participating in the Company’s group health plan immediately prior subject to the Date Executive’s copayment of Termination premium amounts at the applicable active employees’ rate and timely elects the Executive’s proper election to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider or the COBRA provider Executive a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the 12 [__] month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 7 shall apply in lieu of, and expressly supersede, the provisions of Section 5 6 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d4(d), or (b) by the Executive for Good Reason as provided in Section 3(e4(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The These provisions of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d4(d) or the Executive terminates employment for Good Reason as provided in Section 3(e4(e) and in each case the Date of Termination occurs during within the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement by the Executive and the Separation Agreement becoming irrevocablefully effective, all within the time frame set forth in the Separation Agreement but in no event more than 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement):Termination: (i) the Company shall pay the Executive a lump sum in cash in an amount equal to 1.0 two times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to (the “Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higherControl Payment”). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if the Date of Termination is within 3 months prior to the first event constituting a Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 months; and (ii) notwithstanding anything an amount equal to 2.0 times his annual target bonus for the contrary year in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) which the Date of Termination or (ii) the date that the Separation Agreement becomes irrevocable (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed to the extent necessary to effectuate the terms of this Agreement. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth thereinoccurs; and (iii) if the Executive was participating in the Company’s group health plan immediately prior subject to the Date Executive’s copayment of Termination premium amounts at the applicable active employees’ rate and timely elects the Executive’s proper election to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 12 18-month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a7(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

Severance Pay and Benefits. Upon Termination (1) If the Executive's employment by the Company is terminated by the Company without Cause or pursuant to clause (4) of Section 8(a) or by the Executive for Good Reason within the Change in Control Period. The provisions or pursuant to clause (5) of this Section 6 shall apply in lieu of, and expressly supersede8(a), the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The provisions of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement.shall: (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement by the Executive and the Separation Agreement becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement): (i) the Company shall pay the Executive an amount equal to 1.0 times the sum of (A) pay to Executive his base salary through the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus date of termination; (B) pay to Executive the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if the Date value of Termination is within 3 months prior to the first event constituting a Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments any vacation time accrued in accordance with the Company’s payroll practice over 12 months; and's policies and not taken through the date of termination; (iiC) notwithstanding anything continue to pay to the contrary in any applicable option agreement or other stock-based award agreementExecutive his base salary for a period of 15 months after the date of such termination; (D) continue to provide health, all stock options life, disability and other stock-based awards held by dental insurance benefits for the Executive that are subject solely to time-based vesting (through the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later earlier of (i) the Date of Termination or (ii) the date that the Separation Agreement becomes irrevocable (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed to the extent necessary to effectuate the terms of this Agreement. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and timely elects to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the full cost of such continuation coverage plus any administration fee until the earliest of (A) the 12 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible obtains an employment position providing equivalent benefits, or (ii) 15 months from the date of termination of employment; (E) provided Executive has served for group medical plan benefits under a period of at least three months since the commencement of the fiscal year, pay Executive a pro rata portion (based on the number of days of employment during that fiscal year) of any other employer’s group medical plan; or bonus payment that would have been payable to him for that fiscal year pursuant to Section 3(b) if the Executive had been in the employ of the Company for the full fiscal year; (F) pay to Executive his $35,000 Special Bonus if not yet paid; (G) release Executive from the one year covenant not to compete set forth in Section 6 of this Agreement. The Executive agrees that the payments made in accordance with clause (C) above shall be made over the cessation 15 month period after the date of termination (pro rata with respect to (E)) with the Company's normal payroll disbursements to employees. The payment in clause (E) above shall be made at the same time bonus payments are made to other executives with respect to such year (after the completion of the Executive’s health continuation rights under COBRA; providedfiscal year when a determination has been made that bonus objectives have been achieved). The Executive also agrees that the compensation set forth in this Section (e)(1) constitutes all the compensation and benefits due Executive upon termination pursuant to clause (4) or clause (5) of Section 8(a) and that no other compensation of any kind shall be due Executive upon such termination, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 no compensation by way of (1) 401K or other ERISA or stock plan benefits accruing after the Public Health Service Actdate of such termination, (2) automobile allowance, expense allowance, materials or equipment allowance or phone or cell phone allowance, (3) bonus with respect to any fiscal year after the fiscal year in which the Executive's employment terminated, (4) payment with respect to any other severance plan or policy, including the executive officer severance policy otherwise in place at the Company. (2) If this Agreement is terminated pursuant to clauses (1), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this (2) (3) or (6) of Section 6(a8(a), the Executive's right to the extent taxable, shall be paid or commence to be paid within 60 days base salary and benefits after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day date of such 60-day period; providedtermination shall immediately terminate, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Terminationexcept as may otherwise be required by applicable law.

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The These provisions of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of a general release of claims against the Separation Company and all related persons and entities that shall not release the Executive’s rights under this Agreement (the “Release”) by the Executive and the Separation Agreement Release becoming irrevocablefully effective, all within the time frame set forth in the Release but in no event more than 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement):Termination: (i) the Company shall pay the Executive a lump sum in cash in an amount equal to 1.0 times the sum of (A) 18 months of the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) 1.5 times the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if ) (the Date of Termination is within 3 months prior to the first event constituting a “Change in Control, then, to Control Payment”); provided that the extent such payments qualify as “non-qualified deferred compensation” within Change in Control Payment shall be reduced by the meaning of Section 409A amount of the CodeGarden Leave Pay Setoff, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 monthsif applicable; and (ii) notwithstanding anything subject to the contrary in any Executive’s copayment of premium amounts at the applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the date that the Separation Agreement becomes irrevocable (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed to the extent necessary to effectuate the terms of this Agreement. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination active employees’ rate and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the CompanyExecutive’s group health plan immediately prior to the Date of Termination and timely elects proper election to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 12 18-month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control 60 days before or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The These provisions of this Section 6 shall terminate and be of no further force or effect after the a Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocablefully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement):Termination: (i) the Company shall pay the Executive in an amount equal to 1.0 1.5 times the sum of (A) the Executive’s then-then current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if the Date of Termination is within 3 months prior to the first event constituting a Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 monthsyear; and (ii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) Awards shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the date that the Separation Agreement becomes irrevocable (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the effective date of the Separation Agreement and Release and will only occur if the vesting pursuant to this subsection does not occur due to the extent necessary to effectuate absence of the terms of this AgreementSeparation Agreement and Release becoming fully effective within the time period set forth therein. Notwithstanding the foregoing, (i) no additional vesting of any time-based vesting of the Time-Based Equity Awards shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the Company’s group health plan immediately prior subject to the Date Executive’s copayment of Termination premium amounts at the applicable active employees’ rate and timely elects the Executive’s proper election to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider, the COBRA provider or the COBRA provider Executive a monthly payment equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 12 18 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a)5, to the extent taxable, shall be paid or commence to be paid out in substantially equal installments in accordance with the Company’s payroll practice over 18 months commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided. For the avoidance of doubt, further, in the event that the initial payment shall include Executive’s Date of Termination is within the 60 days before a catch-up payment to cover amounts retroactive Change in Control and the Executive has signed the Separation Agreement and Release that has become irrevocable and is entitled to the day immediately benefits under Section 5 of this Agreement, then the Executive will receive the benefits set forth in this Section 6 following the Date occurrence of Terminationa Change in Control; provided that the amount to be paid to the Executive pursuant to Section 6(a)(i) will be decreased by any benefits previously paid to the Executive pursuant to Section 5, and the Executive will receive no further benefits pursuant to Section 5. In no event may there be duplication of benefits under Section 5 and Section 6.

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 twelve (12) months after the occurrence of the first event constituting a Change in Control of Parent (such period, the “Change in Control Period”). The These provisions of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement by the Executive and the Separation Agreement becoming irrevocablefully effective, all within the time frame set forth in the Separation Agreement but in no event more than 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement):Termination: (i) the Company shall pay the Executive a lump sum in cash in an amount equal to 1.0 1.5 times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in ControlControl of Parent, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in ControlControl of Parent, if higher). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if the Date of Termination is within 3 months prior to the first event constituting a Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 months; and (ii) notwithstanding anything subject to the contrary in any Executive’s copayment of premium amounts at the applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the date that the Separation Agreement becomes irrevocable (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed to the extent necessary to effectuate the terms of this Agreement. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination active employees’ rate and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the CompanyExecutive’s group health plan immediately prior to the Date of Termination and timely elects proper election to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 12 eighteen (18) month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within during the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to occurs during the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The These provisions of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of a general release of claims against the Separation Company and all related persons and entities that shall not release the Executive’s rights under this Agreement (the “Release”) by the Executive and the Separation Agreement Release becoming irrevocablefully effective, all within the time frame set forth in the Release but in no event more than 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement):Termination: (i) i. the Company shall pay the Executive a lump sum in cash in an amount equal to 1.0 times the sum of (A) 18 months of the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) 1.5 times the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if ) (the Date of Termination is within 3 months prior to the first event constituting a “Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 months; andControl Payment”); (ii) . notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive and granted after the Effective Date that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date that of the Separation Agreement becomes irrevocable Release (the “Accelerated Vesting Date”); , provided that any termination or forfeiture of in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of such the Executive’s Time-Based Equity Awards that would otherwise occur be forfeited on the Date of Termination in the absence of this Agreement will be delayed to until the extent necessary to effectuate earlier of (A) the terms effective date of this Agreementthe Release (at which time acceleration will occur), or (B) the date that the Release can no longer become fully effective (at which time the unvested portion of the Executive’s Time-Based Equity Awards will be forfeited). Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the Company’s group health plan immediately prior . subject to the Date Executive’s copayment of Termination premium amounts at the applicable active employees’ rate and timely elects the Executive’s proper election to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider or the COBRA provider a monthly payment ACTIVE/116086494.1 equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 12 18 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. ; The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The These provisions of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of a general release of claims against the Separation Agreement Company and all related persons and entities (the “Release”) by the Executive and the Separation Agreement Release becoming irrevocablefully effective, all within the time frame set forth in the Release but in no event more than 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement):Termination: (i) the Company shall pay the Executive a lump sum in cash in an amount equal to 1.0 times the sum of (A) twelve (12) months of the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) 1.0 times the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if the Date of Termination is within 3 months prior to the first event constituting a Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 months; and (ii) notwithstanding anything subject to the contrary in any Executive’s copayment of premium amounts at the applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the date that the Separation Agreement becomes irrevocable (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed to the extent necessary to effectuate the terms of this Agreement. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination active employees’ rate and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the CompanyExecutive’s group health plan immediately prior to the Date of Termination and timely elects proper election to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 12 twelve (12) month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 7 shall apply in lieu of, and expressly supersede, the provisions of Section 5 6 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The These provisions of this Section 6 shall terminate and be of no further force or effect after the a Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocablefully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement):Termination: (i) the Company shall pay the Executive a lump sum in cash in an amount equal to 1.0 1.5 times the sum of (A) the Executive’s then-then current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus “Change in effect immediately prior to Control Payment”); provided the Change in ControlControl Payment shall be reduced by the amount of the Restrictive Covenants Agreement Setoff, if higher). Such amounts shall generally applicable, paid or to be paid in a lump sum cash payment; provided, however, that if the Date of Termination is within 3 months prior to the first event constituting a Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 monthssame calendar year; and (ii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date that of the Separation Agreement becomes irrevocable and Release (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the effective date of the Separation Agreement and Release and will only occur if the vesting pursuant to this subsection does not occur due to the extent necessary to effectuate absence of the terms of this AgreementSeparation Agreement and Release becoming fully effective within the time period set forth therein. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the Company’s group health plan immediately prior subject to the Date Executive’s copayment of Termination premium amounts at the applicable active employees’ rate and timely elects the Executive’s proper election to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider, the COBRA provider or the COBRA provider Executive a monthly payment equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 12 18 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a7(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The These provisions of this Section 6 (other than the provisions applicable after the Change in Control Period to a termination that occurs during the Change in Control Period) shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement by the Executive and the Separation Agreement becoming irrevocablefully effective, all within the time frame set forth in the Separation Agreement but in no event more than 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement):Termination: (i) the Company shall pay the Executive a lump sum payment in cash in an amount equal to 1.0 two (2) times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if the Date of Termination is within 3 months prior to the first event constituting a Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment ) plus (C) an amount equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid value of the Executive’s target annual equity award for the then-current year (the “Change in substantially equal installments in accordance with the Company’s payroll practice over 12 months; andControl Payment”); (ii) notwithstanding anything subject to the contrary in any Executive’s copayment of premium amounts at the applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the date that the Separation Agreement becomes irrevocable (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed to the extent necessary to effectuate the terms of this Agreement. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination active employees’ rate and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the CompanyExecutive’s group health plan immediately prior to the Date of Termination and timely elects proper election to receive continued health benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to the group health plan provider or the COBRA provider make a monthly payment equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest earlier of (A) the 12 24-month anniversary of the Date of Termination; or (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; . The Company will make such payments directly to the group health plan provider or (C) the cessation of COBRA provider to the Executive’s health continuation rights under COBRAmaximum extent possible; provided, however, that if the Company determines that it cannot pay such amounts directly to the group health plan provider or the COBRA provider (if applicable) for any reason, as determined by the Company in its sole discretion, (including, without limitation, without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act)), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates; (iii) the Company shall cause to be continued, at the Company’s expense, life insurance and disability coverage substantially identical to the coverage maintained by the Company for the Executive prior to the Date of Termination for 24 months following the Date of Termination ; provided, however, that in the event that the Company determines, in the reasonable exercise of its discretion, that it is impossible or impracticable for the Company to continue such coverage, including, but not limited to, by reason of operation of the plans or applicable law, the Company will pay the Executive a lump sum equal to the amount the Company would have paid for such coverage for the 24-month period following the Date of Termination based on the cost of such coverage as of the Date of Termination; and (iv) notwithstanding anything to the contrary in any applicable equity award, option agreement or stock-based award agreement, all stock options and other stock-based awards held by the Executive shall immediately accelerate and become fully exercisable or nonforfeitable as of the later of (i) the Executive’s Date of Termination or (ii) the effective date of the Separation Agreement; provided that in order to effectuate the accelerated vesting contemplated by this subsection, the forfeiture of the unvested portion of such awards that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement (at which time acceleration will occur), or (B) the date that the Separation Agreement can no longer become fully effective (at which time the unvested portion of such awards will be forfeited). Notwithstanding the foregoing, no additional vesting of any such awards shall occur during the period between the Date of Termination and the effective date of the acceleration. The Executive shall also be entitled to any other rights and benefits with respect to equity awards, options and stock-related awards, to the extent and upon the terms provided in the employee stock option or incentive plan or any agreement or other instrument attendant thereto pursuant to which such options or awards were granted. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

Severance Pay and Benefits. Upon Termination by In the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s 's employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change 7 7 benefits with respect to equity awards, options and stock - related awards, to the extent and upon the terms provided in Control the employee stock option or incentive plan or any agreement or other instrument attendant thereto pursuant to which such options or awards were granted; (such periodc) subject to the Executive's copayment of premium amounts at the applicable active employees' rate and the Executive's proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), the “Change Company shall make a monthly payment equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earlier of (A) the 24 - month anniversary of the Date of Termination; or (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer's group medical plan. The Company will make such payments directly to the group health plan provider or the COBRA provider to the maximum extent possible; provided, however, that if the Company determines that it cannot pay such amounts directly to the group health plan provider or the COBRA provider (if applicable) for any reason, as determined by the Company in its sole discretion, (including, without limitation, without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act)), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above, and such payments to the Executive shall be subject to tax - related deductions and withholdings and paid on the Company's regular payroll dates; and (d) the Company shall cause to be continued, at the Company's expense, life insurance and disability coverage substantially identical to the coverage maintained by the Company for the Executive prior to the Date of Termination for 24 months following the Date of Termination; provided, however, that in the event it is impossible or impracticable for the Company to continue such coverage, including, but not limited to, by reason of operation of the plans or applicable law, the Company will pay the Executive a lump sum equal to the amount the Company would have paid for such coverage for the 24 month period following the Date of Termination based on the cost of such coverage as of the Date of Termination. The amounts payable under this Section 5, to the extent taxable, shall be paid or commence to be paid, as applicable, within 60 days after the Date ofTermination;provided, however, that if the 60 - day period begins in one calendar year and ends in a second calendar year, such payments, to the extent they qualify as "non - qualified deferred compensation" within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), shall begin to be paid in the second calendar year by the last day of such 60 - day period; provided, further, that the initial payment shall include a catch - up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A - 2(b)(2). 6. Severance Pa y and Benefits U p on Termination b y the Com p an y without Cause or b y the Executive for Good Reason within the Xxxx x x in Control Period”). The provisions of this Section 6 shall terminate apply in lieu of, and be expressly supersede, the provisions of no further force Section 5 if (i) the Executive's employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or effect (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is on or within 12 months after the Change in Control Period. For occurrence of the avoidance of doubt, in no first event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement.constituting (a) If the Executive’s 's employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of a general release of claims against the Separation Company and all related persons and entities that shall not release the Executive's rights under this Agreement (the "Release") by the Executive and the Separation Agreement Release becoming irrevocablefully effective, all within the time frame set forth in the Release but in no event more than 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement): Termination: (i) the Company shall pay the Executive a lump sum payment in cash in an amount equal to 1.0 two (2) times the sum of (A) the Executive’s 's then-current Base Salary (or the Executive’s 's Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s 's Target Bonus for the then-current year (or the Executive’s 's Target Bonus in effect immediately prior to the Change in Control, if higher). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if the Date of Termination is within 3 months prior to the first event constituting a Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment ) plus (C) an amount equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid value of the Executive's Target Annual Equity Award for the then-current year (the "Change in substantially equal installments in accordance with the Company’s payroll practice over 12 monthsControl Payment"); and (ii) notwithstanding anything subject to the contrary in any Executive's copayment of premium amounts at the applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the date that the Separation Agreement becomes irrevocable (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed to the extent necessary to effectuate the terms of this Agreement. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination active employees' rate and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and timely elects Executive's proper election to receive continued health benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), the Company shall pay to the group health plan provider or the COBRA provider make a monthly payment equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest earlier of (A) the 12 24 month anniversary of the Date of Termination; or (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s 's group medical plan; . The Company will make such payments directly to the group health plan provider or (C) the cessation of COBRA provider to the Executive’s health continuation rights under COBRAmaximum extent possible; provided, however, that if the Company determines that it cannot pay such amounts directly to the group health plan provider or the COBRA provider (if applicable) for any reason, as determined by the Company in its sole discretion, (including, without limitation, without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act)), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s 's regular payroll dates; (iii) the Company shall cause to be continued, at the Company's expense, life insurance and disability coverage substantially identical to the coverage maintained by the Company for the Executive prior to the Date of Termination for 24 months following the Date of Termination; 8 8 a Change in Control (such period, the "Xxxx x x in Control Period"). The amounts payable These provisions (other than the provisions applicable after the Change in Control Period to a termination that occurs during the Change in Control Period) shall terminate and be of no further force or effect after the Change in Control Period. (a) If the Executive's employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of a general release of claims against the Company and all related persons and entities that shall not release the Executive's rights under this Section 6(a)Agreement (the "Release") by the Executive and the Release becoming fully effective, to all within the extent taxable, shall be paid or commence to be paid within time frame set forth in the Release but in no event more than 60 days after the Date of Termination; provided, however, that if : (i) the 60-day period begins Company shall pay the Executive a lump sum payment in one calendar year and ends cash in a second calendar year, such payments an amount equal to two (2) times the sum of (A) the Executive's then - current Base Salary (or the Executive's Base Salary in effect immediately prior to the extent they qualify as “non-qualified deferred compensation” within Change in Control, if higher) plus (B) the meaning of Section 409A Executive's Target Bonus for the then - current year (or the Executive's Target Bonus in effect immediately prior to the Change in Control, if higher) plus (C) an amount equal to the value of the Code, shall be paid or commence to be paid Executive's Target Annual Equity Award for the then - current year (the "Xxxx x x in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.Control Pa ym ent");

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The These provisions of this Section 6 shall terminate and be of no further force or effect after the a Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a1) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocablefully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement):Termination: (i1) the Company shall pay the Executive a lump sum in cash in an amount equal to 1.0 0.5 times the sum of (A) the Executive’s then-then current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus “Change in effect immediately prior to Control Payment”); provided the Change in ControlControl Payment shall be reduced by the amount of the Restrictive Covenants Agreement Setoff, if higher). Such amounts shall generally applicable, paid or to be paid in a lump sum cash payment; provided, however, that if the Date of Termination is within 3 months prior to the first event constituting a Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 monthssame calendar year; and (ii2) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date that of the Separation Agreement becomes irrevocable and Release (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the effective date of the Separation Agreement and Release and will only occur if the vesting pursuant to this subsection does not occur due to the extent necessary to effectuate absence of the terms of this AgreementSeparation Agreement and Release becoming fully effective within the time period set forth therein. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii3) if the Executive was participating in the Company’s group health plan immediately prior subject to the Date Executive’s copayment of Termination premium amounts at the applicable active employees’ rate and timely elects the Executive’s proper election to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider, the COBRA provider or the COBRA provider Executive a monthly payment equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 12 6 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within either 3 months prior to the first event constituting a Change in Control before or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The These provisions of this Section 6 shall terminate and be of no further force or effect after the a Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocablefully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement):Termination: (i) the Company shall pay the Executive a lump sum in cash in an amount equal to 1.0 times the sum of (Ai) 18 months of the Executive’s then-then current Base Salary (or determined, in the case of a termination for the Good Reason described in Section 3(e)(ii), without regard to any diminution of the Executive’s Base Salary Salary) and (ii) the amount of any bonus earned in effect immediately the fiscal year ending prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if the Date of Termination is within 3 months prior to the first event constituting a Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within not previously paid and that would have been paid if the meaning of Section 409A of the CodeExecutive’s employment had not been terminated ((i) and (ii) collectively, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid “Change in substantially equal installments in accordance with the Company’s payroll practice over 12 monthsControl Payment”); and (ii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all restricted stock awards, stock options and other stock-based awards subject to vesting held by the Executive that are subject solely to time-based vesting (the “Time-Based Unvested Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date that of the Separation Agreement becomes irrevocable and Release (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion vesting of such Time-Based Unvested Equity Awards that would otherwise occur on shall cease and be suspended from the Date of Termination in until the absence of this Agreement will be delayed to Accelerated Vesting Date as defined herein at which point the extent necessary to effectuate the terms of this Agreement. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Unvested Equity Awards shall occur during vest in full; and provided further, that in the period between case of any performance-based stock award, full vesting will mean vesting at target level; and provided further that, if the Date of Termination occurs as of or following the last day of the applicable performance period but prior to vesting of any performance-based stock award, full vesting will mean vesting at the level determined based on actual performance as of the end of the performance period. For the avoidance of doubt, there will be no accelerated vesting unless and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if until Executive signs the Separation Agreement does not become effective and irrevocable within the time period set forth thereinRelease referenced herein and such Separation Agreement and Release becomes effective; and (iii) if the Executive was participating in the Company’s group health plan immediately prior subject to the Date Executive’s copayment of Termination premium amounts at the applicable active employees’ rate and timely elects the Executive’s proper election to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider, the COBRA provider or the COBRA provider Executive a monthly payment equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 12 18 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. For the avoidance of doubt, the taxable payments described above may, if made to the Executive and not to the group health plan provider or to the COBRA provider, be used for any purpose, including, but not limited to, continuation coverage under COBRA. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the later to occur of the Date of TerminationTermination or the Change in Control; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

Severance Pay and Benefits. Upon (a) The Company shall provide to Executive each of the following severance benefits: (i) The continued payment of Executive’s Salary for a period of twelve (12) months immediately following the Termination Date (the “Severance Period”) (based on the Salary in effect as of the Termination Date ($153,000 annually)), payable during the Severance Period in accordance with the Company’s regular payroll practices, commencing with the first payroll payment date that occurs after the Termination Date; (ii) A pro-rated portion of the Executive’s annual short-term incentive program target bonus (such annual target bonus being 45% of Executive’s Salary ($68,850)) (the “Bonus”), if any, for 2015 (with such pro-ration calculated based on the number of days elapsed during 2015 through the Termination Date, divided by 365), but only to the extent such Bonus is earned based on performance goals established for 2015, as applicable, under the Annual Incentive Plan, as determined by the Company without Cause or Compensation Committee, such Bonus to be payable, if at all, when the Bonus would otherwise have been paid had Executive remained employed by the Company; (iii) Reimbursement of the reasonable attorney’s fees and expenses, not to exceed Five Thousand and No/100 Dollars ($5,000), incurred by Executive in connection with the negotiation and preparation of this Agreement (payable in accordance with Section 3(d)); (iv) Provided Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”) or similar state laws and timely completes and returns to the Company the documents and payments required for such election, the Company shall reimburse Executive for Good Reason within the Change cost of COBRA continuation premiums for Executive and her dependents (as applicable) for a period of twelve (12) consecutive months after the Termination Date under the Company’s group medical plan to the extent that such benefits were in Control Period. The effect for Executive and her dependents as of the Termination Date; provided, that if at any time during the twelve (12) month period following the Termination Date, Executive becomes eligible to receive health insurance from a subsequent employer, the Company’s obligation to reimburse Executive for the cost of COBRA continuation premiums shall immediately cease; and (v) Executive outplacement services for a period of six (6) months immediately following the Termination Date through a provider to be designated by the Company. (b) Notwithstanding the foregoing provisions of this Section 6 shall apply in lieu of, and expressly supersede3, the provisions Company shall not be obligated to provide Executive with any of the severance pay or benefits described in paragraphs (a)(i)–(v) of this Section 5 if 3 (such severance pay and benefits, collectively the “Severance Benefits”), or the benefits provided under Section 4(c) below, unless (i) within 30 days following the Executive’s employment is terminated either Termination Date, (ax) by Executive signs and delivers the Release of Claims in favor of the Company without Cause as provided set forth in Section 3(dExhibit A attached hereto (the “Release”), or (by) Executive has not revoked the Release, and (z) the rescission periods provided by the Executive for Good Reason as provided in Section 3(e), law have expired; and (ii) Executive is in substantial compliance with the Date terms of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 months after the occurrence this Agreement as of the first event constituting a Change in Control (such period, dates of the “Change in Control Period”)payments. The provisions Parties agree that Executive received this Agreement and the Release as of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this AgreementTermination Date. (ac) If the Executive’s employment Executive acknowledges and agrees that Executive is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement by the Executive and the Separation Agreement becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement): (i) the Company shall pay the Executive an amount equal to 1.0 times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher). Such amounts shall generally be paid in considered a lump sum cash payment; provided, however, that if the Date of Termination is within 3 months prior to the first event constituting a Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensationspecified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), as of the Termination Date. As a result, the payment of any amounts under this Section 3 that are considered deferred compensation subject to Section 409A and are to be paid on account of Executive’s separation from service shall be deferred, as required by Section 409A(a)(2)(B)(i) of the Code, for six (6) months after the portion of such payment equal to Termination Date or, if earlier, Executive’s death (the aggregate amount “409A Deferral Period”). Any payments that otherwise would otherwise be payable pursuant to Section 5(a) have been made during the 409A Deferral Period shall be paid in substantially equal installments a lump sum on the first payroll date after the 409A Deferral Period expires, and the balance of any payments shall be made as described herein. Whenever payments under this Agreement are to be made in accordance with the Company’s payroll practice over 12 months; andinstallments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. (iid) notwithstanding Notwithstanding anything to the contrary in contained herein, with respect to any applicable option agreement reimbursement of expenses, or other stockany provision of in-based award agreementkind benefits, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (Code Section 409A and related regulations or other guidance, the “Time-Based Equity Awards”) following conditions shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of apply: (i) the Date expenses eligible for reimbursement or the amount of Termination in-kind benefits provided in any one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement providing for the reimbursement of expenses referred to in Code Section 105(b); (ii) the date that the Separation Agreement becomes irrevocable (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed to the extent necessary to effectuate the terms of this Agreement. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date, and (ii) any unvested portion reimbursement of an equity award that was not forfeited on the Date of Termination eligible expense shall be forfeited if made no later than the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and timely elects to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the full cost of such continuation coverage plus any administration fee until the earliest of (A) the 12 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation last day of the Executive’s health continuation rights under COBRAtaxable year following the taxable year in which such expense was incurred; provided, however, that if and (iii) the Company determines that it canright to reimbursement or in-kind benefits shall not pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions liquidation or exchange for another benefit. (e) Executive acknowledges and withholdings and paid on agrees that she is not entitled to any benefits under this Agreement or otherwise except for the benefits expressly provided herein, accrued benefits under the Company’s regular payroll dates. The amounts payable 401(k) retirement plan, and the right to continue life insurance coverage at Executive’s cost (provided that Executive may be required to do so under this Section 6(aan individual conversion policy), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

Severance Pay and Benefits. Upon Termination by If Executive's employment with the Company without Cause or by terminates under circumstances as described in Section 12.2. above, Executive shall be entitled to receive all of the following: (A) all accrued compensation through the termination date, plus any Bonus for which the Executive otherwise would be eligible in the year of termination, prorated through the termination date, payable in cash. For purposes of Sections 12.3(A) and 12.3(B), "Bonus" shall be defined as any benefits for Good Reason within which Executive would be eligible under the Change Executive Compensation Plan described in Control PeriodSection 3.2 of this Amended Agreement. The provisions amount of this Section 6 such Bonus shall apply be paid in lieu ofcash and, for purposes of Sections 12.3(A) and expressly supersede12.3(B), shall be calculated as if Executive had achieved 100% of Executive's performance goals for that year. (B) a severance payment equal to two and ninety-nine hundredths (2.99) times the provisions amount of Section 5 if Executive's most recent annual compensation, including the amount of his most recent annual Bonus. The severance amount shall be paid (i) in cash in thirty-four (34) equal monthly installments commencing one month after the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d)termination date, or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is in a lump sum, within 3 months prior to the first event constituting a Change in Control or on or within 12 months one month after the occurrence termination date, at the sole option of the first event constituting a Change in Control (such period, the “Change in Control Period”). The provisions of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this AgreementExecutive. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement by the Executive and the Separation Agreement becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement): (iC) the Company shall pay maintain in full force and effect, for eighteen (18) months after the termination date, all life insurance, health, accidental death and dismemberment, disability plans and other benefit programs in which Executive an amount equal is entitled to 1.0 times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect participate immediately prior to the Change termination date, provided that Executive's continued participation is possible under the general terms and provisions of such plans and programs. Executive's continued participation in Control, if higher) plus (B) such plans and programs shall be at no greater cost to Executive than the Executive’s Target Bonus cost he bore for the then-current year (or the Executive’s Target Bonus in effect such participation immediately prior to the Change termination date. If Executive's participation in Controlany such plan or program is barred, if higher). Such amounts Company shall generally be paid in a lump sum cash payment; providedarrange upon comparable terms, however, that if and at no greater cost to Executive than the Date of Termination is within 3 months cost he bore for such plans and programs prior to the first event constituting a Change in Control, thentermination date, to the extent provide Executive with benefits substantially similar to, or greater than, those which he is entitled to receive under any such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 monthsplan or program; and (iiD) notwithstanding anything to the contrary in any applicable option agreement a lump sum payment (or other stock-based award agreement, all stock options and other stock-based awards held otherwise as specified by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the date that the Separation Agreement becomes irrevocable (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed to the extent necessary permitted by the applicable plan) of any and all amounts contributed to effectuate a Company pension or retirement plan which Executive is entitled to under the terms of this Agreement. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the Company’s group health such plan immediately prior to the Date of Termination and timely elects to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the full cost of such continuation coverage plus any administration fee until the earliest of (A) the 12 month anniversary of the Date of Termination; (B) through the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Terminationtermination.

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. During the Change in Control Period (as defined below): The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e)3, and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The These provisions of this Section 6 shall terminate and be of no further force or effect after the a Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocablefully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement):Termination: (i) the Company shall pay the Executive a lump sum in cash in an amount equal to 1.0 times the sum of (A) the Executive’s then-current Base Salary twelve (or 12) months of the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) and Target Bonus plus (B) the Executive’s Target Bonus for the then-current year (or of the Executive’s Target Bonus Date of Termination prorated for the amount of time employed in effect immediately that year prior to the Change in Control, Date of Termination plus (C) if higher). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that the if the Date of Termination is within 3 months prior to in the first event constituting a quarter of the calendar year, the Company shall pay the Executive any earned but as of yet unpaid annual bonus (as determined by the Board) from the prior calendar year’s performance ((A), (B), and (C) together, the “Change in Control, then, to Control Payment”); provided the extent such payments qualify as “non-qualified deferred compensation” within Change in Control Payment shall be reduced by the meaning of Section 409A amount of the CodeRestrictive Covenants Agreement Setoff, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 monthsif applicable; and (ii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all time-based stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting held by the Executive (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date that of the Separation Agreement becomes irrevocable and Release (the “Accelerated Vesting Date,” and such acceleration, the “Acceleration”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the effective date of the Separation Agreement and Release and will only occur if the vesting pursuant to this subsection does not occur due to the extent necessary to effectuate absence of the terms of this AgreementSeparation Agreement and Release becoming fully effective within the time period set forth therein. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and. (iii) if the Executive was participating in the Company’s group health plan immediately prior subject to the Date Executive’s copayment of Termination premium amounts at the applicable active employees’ rate and timely elects the Executive’s proper election to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider, the COBRA provider or the COBRA provider Executive a monthly payment equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 12 12-month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The These provisions of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of a general release of claims against the Separation Company and all related persons and entities that shall not release the Executive’s rights under this Agreement (the “Release”) by the Executive and the Separation Agreement Release becoming irrevocablefully effective, all within the time frame set forth in the Release but in no event more than 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement):Termination: (i) the Company shall pay the Executive a lump sum in cash in an amount equal to 1.0 times the sum of (A) 18 months of the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) 1.5 times the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if ) (the Date of Termination is within 3 months prior to the first event constituting a “Change in Control, then, to Control Payment”); provided that the extent such payments qualify as “non-qualified deferred compensation” within Change in Control Payment shall be reduced by the meaning of Section 409A amount of the CodeRestrictive Covenants Agreement Setoff, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 monthsif applicable; and (ii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) if the Date of Termination or (ii) occurs after the date that the Separation Agreement becomes irrevocable (the “Accelerated Vesting Date”); provided that any termination or forfeiture end of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed to the extent necessary to effectuate the terms of this Agreement. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination a calendar year and the Accelerated Vesting DateBoard or the Compensation Committee, as applicable, has determined and (iiapproved annual incentive compensation pursuant to Section 2(b) any unvested portion of an equity award that was but has not forfeited on yet paid such annual incentive compensation, then the Date of Termination Company shall be forfeited if pay the Separation Agreement does not become effective and irrevocable within Executive the time period set forth thereinPrior Year Bonus; and (iii) if the Executive was participating in the Company’s group health plan immediately prior subject to the Date Executive’s copayment of Termination premium amounts at the applicable active employees’ rate and timely elects the Executive’s proper election to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 12 18 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The Except for the Prior Year Bonus, the amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, . The Prior Year Bonus will be paid on the date that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of TerminationCompany’s other executives receive their annual incentive compensation.

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The These provisions of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during within the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement by the Executive and the Separation Agreement becoming irrevocablefully effective, all within the time frame set forth in the Separation Agreement but in no event more than 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement):Termination: (i) the Company shall pay the Executive a lump sum in cash in an amount equal to 1.0 times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if the Date of Termination is within 3 months prior to the first event constituting a Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 months; and; (ii) notwithstanding anything subject to the contrary in any Executive’s copayment of premium amounts at the applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the date that the Separation Agreement becomes irrevocable (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed to the extent necessary to effectuate the terms of this Agreement. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination active employees’ rate and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the CompanyExecutive’s group health plan immediately prior to the Date of Termination and timely elects proper election to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 12 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates; and (iii) in the event of a Specified Transaction (as defined below), in lieu of payment under Section 6(a)(i), the Company shall pay the Executive [A]12 a lump sum in cash in an amount equal to [1.5 X the sum of (1) Executive’s then-current Base Salary]13 12 For CEO and COO/President 13 For CEO and COO/President (1) the Executive’s then-current Base Salary]14 (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) and (2) the Executive’s Target Bonus[; and (B) the company-sponsored COBRA coverage under Section 6(a)(ii) shall be extended up to eighteen (18) months following the Executive’s Date of Termination].15 To be clear, this Section 6(a)(iii) shall apply in lieu of, and expressly supersede, Section 6(a)(i), and in no event shall the Executive be entitled to payments under both Sections 6(a)(i) and (iii). The amounts payable under this Section 6(aSections 6(a)(i) or (iii), to the extent taxableas applicable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

Severance Pay and Benefits. Upon Termination by If Executive’s employment with the Company without Cause or by terminates under circumstances as described in Section 12.2. above, Executive shall be entitled to receive all of the following: (A) all accrued compensation through the termination date, plus any Bonus for which the Executive otherwise would be eligible in the year of termination, prorated through the termination date, payable in cash. For purposes of Sections 12.3(A) and 12.3(B), “Bonus” shall be defined as any benefits for Good Reason within which Executive would be eligible under the Change Executive Compensation Plan described in Control PeriodSection 3.2 of this Agreement. The provisions amount of this Section 6 such Bonus shall apply be paid in lieu ofcash and, for purposes of Sections 12.3(A) and expressly supersede12.3(B), shall be calculated as if Executive had achieved 100% of Executive’s performance goals for that year. (B) a severance payment equal to two and ninety-nine hundredths (2.99) times the provisions amount of Section 5 if Executive’s most recent annual compensation, including the amount of his most recent annual Bonus. The severance amount shall be paid (i) in cash in thirty-four (34) equal monthly installments commencing one month after the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d)termination date, or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is in a lump sum, within 3 months prior to the first event constituting a Change in Control or on or within 12 months one month after the occurrence termination date, at the sole option of the first event constituting a Change in Control (such period, the “Change in Control Period”). The provisions of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this AgreementExecutive. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement by the Executive and the Separation Agreement becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement): (iC) the Company shall pay maintain in full force and effect, for eighteen (18) months after the termination date, all life insurance, health, accidental death and dismemberment, disability plans and other benefit programs in which Executive an amount equal is entitled to 1.0 times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect participate immediately prior to the Change in Controltermination date, if higher) plus (B) the provided that Executive’s Target Bonus for continued participation is possible under the then-current year (or the general terms and provisions of such plans and programs. Executive’s Target Bonus continued participation in effect such plans and programs shall be at no greater cost to Executive than the cost he bore for such participation immediately prior to the Change termination date. If Executive’s participation in Controlany such plan or program is barred, if higher). Such amounts Company shall generally be paid in a lump sum cash payment; providedarrange upon comparable terms, however, that if and at no greater cost to Executive than the Date of Termination is within 3 months cost he bore for such plans and programs prior to the first event constituting a Change in Control, thentermination date, to the extent provide Executive with benefits substantially similar to, or greater than, those which he is entitled to receive under any such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 monthsplan or program; and (iiD) notwithstanding anything to the contrary in any applicable option agreement a lump sum payment (or other stock-based award agreement, all stock options and other stock-based awards held otherwise as specified by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the date that the Separation Agreement becomes irrevocable (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed to the extent necessary permitted by the applicable plan) of any and all amounts contributed to effectuate a Company pension or retirement plan which Executive is entitled to under the terms of this Agreement. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the Company’s group health such plan immediately prior to the Date of Termination and timely elects to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the full cost of such continuation coverage plus any administration fee until the earliest of (A) the 12 month anniversary of the Date of Termination; (B) through the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Terminationtermination.

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d)Cause, or (b) by the Executive for Good Reason as provided in Section 3(e)Reason, and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The These provisions of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) Reason, and in each either case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of a general release of claims against the Separation Company and all related persons and entities that shall not release the Executive’s rights under this Agreement (the “Release”) by the Executive and the Separation Agreement Release becoming irrevocablefully effective, all within the time frame set forth in the Release but in no event more than 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement):Termination: (i) the Company shall pay the Executive a lump sum in cash in an amount equal to 1.0 the 1 times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if ) (the Date of Termination is within 3 months prior to the first event constituting a “Change in Control, then, to Control Payment”); provided that the extent such payments qualify as “non-qualified deferred compensation” within Change in Control Payment shall be reduced by the meaning of Section 409A amount of the CodeRestrictive Covenants Agreement Setoff, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 monthsif applicable; and (ii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date that of the Separation Agreement becomes irrevocable Release (the “Accelerated Vesting Date”); , provided that any termination or forfeiture of in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of such the Executive’s Time-Based Equity Awards that would otherwise occur be forfeited on the Date of Termination in the absence of this Agreement will be delayed to until the extent necessary to effectuate earlier of (A) the terms effective date of this Agreementthe Release (at which time acceleration will occur), or (B) the date that the Release can no longer become fully effective (at which time the unvested portion of the Executive’s Time-Based Equity Awards will be forfeited). Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the Company’s group health plan immediately prior subject to the Date Executive’s copayment of Termination premium amounts at the applicable active employees’ rate and timely elects the Executive’s proper election to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 12 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within during the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to occurs during the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The These provisions of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of a general release of claims against the Separation Company and all related persons and entities that shall not release the Executive’s rights under this Agreement (the “Release”) by the Executive and the Separation Agreement Release becoming irrevocablefully effective, all within the time frame set forth in the Release but in no event more than 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement):Termination: (i) i. the Company shall pay the Executive a lump sum in cash in an amount equal to 1.0 times the sum of (A) 12 months of the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) 1.0 times the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if ) (the Date of Termination is within 3 months prior to the first event constituting a “Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 months; andControl Payment”); (ii) . notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive and granted after the Effective Date that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date that of the Separation Agreement becomes irrevocable Release (the “Accelerated Vesting Date”); , provided that any termination or forfeiture of in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of such the Executive’s Time-Based Equity Awards that would otherwise occur be forfeited on the Date of Termination in the absence of this Agreement will be delayed to until the extent necessary to effectuate earlier of (A) the terms effective date of this Agreementthe Release (at which time acceleration will occur), or (B) the date that the Release can no longer become fully effective (at which time the unvested portion of the Executive’s Time-Based Equity Awards will be forfeited). Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the Company’s group health plan immediately prior . subject to the Date Executive’s copayment of Termination premium amounts at the applicable active employees’ rate and timely elects the Executive’s proper election to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the Company would have made to provide ACTIVE/116086495.1 health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 12 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. ; The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The These provisions of this Section 6 shall terminate and be of no further force or effect after the a Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocablefully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement):Termination: (i) the Company shall pay the Executive a lump sum in cash in an amount equal to 1.0 times the sum of (A) the Executive’s then-then current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the “Change in Control, if higherControl Payment”). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if the Date of Termination is within 3 months prior to the first event constituting a Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 months; and (ii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date that of the Separation Agreement becomes irrevocable and Release (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the effective date of the Separation Agreement and Release and will only occur if the vesting pursuant to this subsection does not occur due to the extent necessary to effectuate absence of the terms of this AgreementSeparation Agreement and Release becoming fully effective within the time period set forth therein. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the Company’s group health plan immediately prior subject to the Date Executive’s copayment of Termination premium amounts at the applicable active employees’ rate and timely elects the Executive’s proper election to receive continued health benefits ACTIVE/116519711.1 under the COBRA, the Company shall pay to the group health plan provider, the COBRA provider or the COBRA provider Executive a monthly payment equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 12 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 7 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is on or within 3 three (3) months prior to the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The These provisions of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of a general release of claims against the Separation Company and all related persons and entities that shall not release the Executive’s rights under this Agreement (the “Release”) by the Executive and the Separation Agreement ACTIVE/114587611.4 Release becoming irrevocablefully effective, all within the time frame set forth in the Release but in no event more than 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement):Termination: (i) the Company shall pay the Executive a lump sum in cash in an amount equal to 1.0 times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if ) (the Date of Termination is within 3 months prior to the first event constituting a “Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 monthsControl Payment”); and (ii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all [stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) ” and any Performance-Based Equity Awards that are then outstanding and eligible to vest based on Executive’s continued employment as provided for under Section 6 above shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date that of the Separation Agreement becomes irrevocable Release (the “Accelerated Vesting Date”); provided that any termination or forfeiture of in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of such the Executive’s Time-Based Equity Awards and Performance-Based Equity Awards that would otherwise occur be forfeited on the Date of Termination in the absence of this Agreement will be delayed to until the extent necessary to effectuate earlier of (A) the terms effective date of this Agreementthe Release (at which time acceleration will occur), or (B) the date that the Release can no longer become fully effective (at which time the unvested portion of the Executive’s Time-Based Equity Awards and Performance-Based Equity Awards will be forfeited). Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards or Performance-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the Company’s group health plan immediately prior subject to the Date Executive’s copayment of Termination premium amounts at the applicable active employees’ rate and timely elects the Executive’s proper election to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 12 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. ACTIVE/114587611.4 The amounts payable under this Section 6(a7(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if a Change in Control occurs and if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The provisions For the avoidance of doubt, this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) Upon the consummation of a Change in Control and subject to Executive’s continued employment with the Company through such date, all Performance-Based Equity Awards will convert to Time-Based Equity Awards at Target without proration, which shall vest in substantially equal monthly installments each month following the consummation of such Change in Control over (i) the remainder of the applicable performance period set forth in the underlying award agreement, or (ii) twenty-four (24) consecutive months following the consummation of such Change in Control, if no such performance period is contained in the underlying award agreement and, in each case of (i) and (ii), such Outstanding Equity Awards shall be eligible for the treatment as described in 6(b)(ii) below. (b) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of a general release of claims against the Separation Company and all related persons and entities that shall not release the Executive’s rights under this Agreement (the “Release”) by the Executive and the Separation Agreement Release becoming irrevocablefully effective, all within the time frame set forth in the Release but in no event more than 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement):Termination: (i) the Company shall pay the Executive a lump sum in cash in an amount equal to 1.0 two times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if the Date of Termination is within 3 months prior to the first event constituting a Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 months; and; (ii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreementOutstanding Equity Award Agreement, all stock options and other stock-based awards Outstanding Equity Awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date that of the Separation Agreement becomes irrevocable Release (the “Accelerated Vesting Date”); , provided that any termination or forfeiture of in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of such Time-Based the Executive’s Outstanding Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed to the extent necessary to effectuate the terms of this Agreement. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall will be forfeited if delayed until the Separation Agreement does not earlier of (A) the effective date of the Release (at which time acceleration will occur), or (B) the date that the Release can no longer become fully effective and irrevocable within (at which time the time period set forth thereinunvested portion of the Executive’s Outstanding Equity Awards will be forfeited); and (iii) if the Executive was participating in the Company’s group health plan immediately prior subject to the Date Executive’s copayment of Termination premium amounts at the applicable active employees’ rate and timely elects the Executive’s proper election to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 12 24 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a6(b), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within 3 months prior to the first event constituting a Change in Control or on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The provisions For the avoidance of doubt, (i) in no event will the Executive be entitled to severance pay and benefits under both Section 5 and Section 6 of this Agreement, and (ii) if the Company has commenced providing severance pay and benefits to the Executive under Section 6 5 prior to the date that the Executive becomes eligible to receive severance pay and benefits under this Section 6, the severance pay and benefits previously provided to the Executive under Section 5 shall reduce the severance pay and benefits to be provided under this Section 6. These provisions shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during within the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of a general release of claims against the Separation Agreement Company and all related persons and entities (the “Release”) by the Executive and the Separation Agreement Release becoming irrevocablefully effective, all within the time frame set forth in the Release but in no event more than 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement):Termination: (i) the Company shall pay the Executive a lump sum cash payment in an amount equal to 1.0 times 1.5 multiplied by the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher). Such amounts shall generally be paid in a lump sum cash payment; provided, however, that if the Date of Termination is within 3 months prior to the first event constituting a Change in Control, then, to the extent such payments qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, the portion of such payment equal to the aggregate amount that would otherwise be payable pursuant to Section 5(a) shall be paid in substantially equal installments in accordance with the Company’s payroll practice over 12 months; andyear; (ii) notwithstanding anything subject to the contrary in any Executive’s copayment of premium amounts at the applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the date that the Separation Agreement becomes irrevocable (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed to the extent necessary to effectuate the terms of this Agreement. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination active employees’ rate and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and (iii) if the Executive was participating in the CompanyExecutive’s group health plan immediately prior to the Date of Termination and timely elects proper election to receive continued health benefits under the COBRA, the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the full cost of such continuation coverage plus any administration fee monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 12 18 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates; and (iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all Time-Based Equity Awards shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the effective date of the Release (the “CIC Accelerated Vesting Date”), provided that in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s Time-Based Equity Awards that would otherwise terminate or be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Release (at which time acceleration will occur), or (B) the date that the Release can no longer become fully effective (at which time the unvested portion of the Executive’s Time-Based Equity Awards will terminate or be forfeited). Notwithstanding the foregoing, no additional vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the CIC Accelerated Vesting Date. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.