Common use of Termination Benefits Clause in Contracts

Termination Benefits. The Company shall continue to provide the Employee (and if applicable, his beneficiaries) with the Employee Benefits (as described in Section 5), at no cost to the Employee in no less than the same amount and, on the same terms and conditions as in effect on the date on which the termination of employment occurs for a period of two (2) years after the date of termination of the Employee’s employment with the Company, or, alternatively, if the Employee (or his estate) elects at any time in a written notice delivered to the Company to waive any particular Employee Benefits, the Company shall make a cash payment to the Employee within 10 days after receipt of such election in an amount equal to the present value of the Company’s cost of providing such Employee Benefits from the date of such election to the end of the foregoing two (2) year period, and such present value shall be determined by reference to the Company’s then-current cost levels and a discount rate equal to 120 percent of the short-term applicable Federal rate provided for in Section 1274(d) of the Internal Revenue Code (the “Code”) for the month in which the Termination occurs. In addition, the Company shall pay to the Employee, within 10 days after said termination, an amount equal to the sum of (a) the dollar value of vacation time that would have been credited to the Employee pursuant to the Company’s Vacation Policy (the “Vacation Policy”) if the Employee had remained employed by the Company through the “Anniversary Date” (as defined in the Vacation Policy) immediately following his termination of employment, multiplied by a fraction, the numerator of which is the number of days which elapsed from the Employee’s Anniversary Date immediately preceding the date of termination through the date of such termination, and the denominator of which is 365, plus (b) the dollar value of vacation time which the Employee was entitled to have taken immediately prior to the Employee’s termination, which was not in fact taken by the Employee; the dollar value of vacation time referred to above shall be equal to the amount which would have been paid to the Employee by the Company during such vacation time had the vacation time in fact been taken by the Employee immediately prior to the Employee’s termination. If the Employee dies during the two (2) year period following the termination of this Agreement for any reason (including termination of employment by the death or disability of Employee) other than by a termination by the Company for Cause, the Company shall provide the Employee Benefits, to the extent applicable, to the Employee’s estate, or make any applicable cash payments in lieu thereof to said estate. The Employee shall be deemed to be employed by the Company if the Employee is employed by the Company or any subsidiary of the Company in which the Company owns a majority of the subsidiary’s voting securities;

Termination Benefits. The Company shall continue If prior to provide the end of the Initial Term or any renewal period, as the case may be, (i) Employee is terminated by reason of his death, (and if applicable, ii) Employee terminates his beneficiaries) with the Employee Benefits employment other than for Good Reason (as described in Section 5defined below), at no cost or (iii) the Company terminates Employee for Cause (as hereinafter defined), all future compensation to which Employee is otherwise entitled and all future benefits for which Employee is eligible will cease and terminate as of the date of termination. Employee, or his estate in the case of Employee’s death, will be entitled to pro rata base salary through the date of such termination and will be entitled to any individual bonuses or individual incentive compensation not yet paid but due under the Company’s plans, but will not be entitled to any other payments by or on behalf of the Company except for those which may be payable pursuant to the terms of the Company’s employee benefit plans. If prior to the end of the Initial Term or any renewal period, as the case may be, (i) the Company terminates Employee other than for Cause, or (ii) Employee terminates his employment for Good Reason, then the Company will be obligated to pay Employee in no less than a lump sum, within sixty (60) days after such event, any accrued and unpaid vacation and an amount equal to the same amount and, on the same terms and conditions as lesser of (a) 200% of Employee’s base salary in effect on the date on which of such termination for the termination of employment occurs for a period of two (2) years after the date of termination remainder of the Employee’s employment with Initial Term or any renewal period, as the Companycase may be, or, alternatively, if the Employee or (or his estateb) elects at any time in a written notice delivered to the Company to waive any particular Employee Benefits, the Company shall make a cash payment to the Employee within 10 days after receipt of such election in an amount equal to the present value of the Company’s cost of providing such Employee Benefits from the date of such election $1,500,000. If prior to the end of the foregoing two (2) year Initial Term or any renewal period, and such present value as the case may be, Employee suffers a Disability (as defined below), he shall be determined entitled to receive the full base salary and benefits to which he otherwise would have been entitled were he not disabled, less any proceeds from insurance policies purchased by reference the Company relating to such Disability, so long as Employee suffers from the Disability, for the lesser of (i) the remainder of the Initial Term or renewal term, as the case may be, or (ii) two years. As used in this Agreement (i) termination for “Cause” means any termination of Employee for (a) the commission of an act of fraud or embezzlement against the Company, (b) the conviction of, or a plea of “guilty” or “no contest” to, a felony under the laws of the United States or any state, (c) consistent willful misconduct or gross negligence in performing Employee’s duties hereunder, (d) a material breach of any of the terms of this Agreement or any other agreement between the Company and Employee relating to Employee’s employment, if such breach causes material harm to the Company’s then-current cost levels , after written notice of such breach and reasonable opportunity to cure, if curable, or (e) a discount rate equal to 120 percent violation by Employee of any code of conduct or code of ethics that may be adopted by the Company, if such termination is imposed by the Company in a manner that is consistent with the provisions of such code of conduct or code of ethics; (ii) “Good Reason” means any of the short-term applicable Federal rate provided following that occurs without Employee’s express prior written consent: (a) an adverse change by the Company in Employee’s title, function, duties or responsibilities (including reporting responsibilities), (b) Employee’s base salary is reduced by the Company, or there is a material reduction in the benefits that are in effect for Employee, without Employee’s consent, (c) relocation of Employee’s principal place of employment to a place located more than 00 xxxxx xxxx Xxxxxx Xxxx, Xxxxx, (x) a Change in Control (as defined below), or (d) other material breach of this Agreement by the Company after written notice of such breach and reasonable opportunity to cure; (iii) “Disability” means the continuous and uninterrupted inability to perform the Employee’s duties on behalf of the Company, by reason of accident, illness, or disease; and (iv) a “Change in Control” means any of the following that occurs in a single transaction or series of related transactions: (a) the direct or indirect sale or exchange by the stockholders of the Company of more than fifty percent (50%) of the voting stock of the Company (other than the sale or exchange of such voting stock to (A) a trustee or other fiduciary holding stock under one or more employee benefit plans maintained by the Company, or (B) any entity that, immediately prior to such sale or exchange, is owned directly or indirectly by the stockholders of the Company in approximately the same proportion as their ownership of voting stock in the Company immediately prior to such sale or exchange); (b) a merger or consolidation in which the stockholders of the Company immediately before the transaction do not retain, immediately after the transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company; (c) the sale, exchange, lease or transfer of all or substantially all of the assets of the Company (unless, following such transaction, such assets are owned by a company or other entity and the stockholders of the Company immediately before the transaction have direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of such company or entity) or (d) the complete liquidation or dissolution of the Company. Notwithstanding the foregoing provisions of this Section 1274(d) 3, in the event Termination Benefits under this Agreement are subject to Section 409A of the Internal Revenue Code of 1968, as amended (the “Code”) for ), then, in lieu of the month in which the Termination occurs. In addition, the Company shall pay to the Employee, within 10 days after said termination, an amount equal to the sum of (a) the dollar value of vacation time that would have been credited to the Employee pursuant to the Company’s Vacation Policy (the “Vacation Policy”) if the Employee had remained employed by the Company through the “Anniversary Date” (as defined in the Vacation Policy) immediately following his termination of employment, multiplied by a fraction, the numerator of which is the number of days which elapsed from the Employee’s Anniversary Date immediately preceding the date of termination through the date of such termination, foregoing definition and the denominator of which is 365, plus (b) the dollar value of vacation time which the Employee was entitled to have taken immediately prior to the Employee’s termination, which was not in fact taken by the Employee; the dollar value of vacation time referred to above shall be equal to the amount which would have been paid to the Employee by the Company during such vacation time had the vacation time in fact been taken by the Employee immediately prior to the Employee’s termination. If the Employee dies during the two (2) year period following the termination of this Agreement for any reason (including termination of employment by the death or disability of Employee) other than by a termination by the Company for Cause, the Company shall provide the Employee Benefits, to the extent applicablenecessary to comply with the requirements of Section 409A of the Code, to the Employee’s estate, or make any applicable cash payments definition of “Change in lieu thereof to said estate. The Employee Control” for purposes of such Termination Benefits shall be deemed to be employed by the Company if the Employee is employed by the Company or any subsidiary definition provided for under Section 409A of the Company in which Code and the Company owns a majority of the subsidiary’s voting securities;regulations or other guidance issued thereunder.

Termination Benefits. The In the event the Company terminates your employment for any reason, the Company shall continue to provide pay you the Employee Accrued Obligations. In addition, in the event the Company terminates your employment without Cause or you resign from your employment for Good Reason (both as defined below) and if applicableprovided you: (i) enter into, his beneficiaries) do not revoke, and comply with the Employee terms of a separation agreement in a form acceptable to the Company which shall include a release against the Company and related persons and entities (the “Release”); (ii) resign from any and all positions, including, without implication of limitation, as a director, trustee, and officer, that you then hold with the Company and any affiliate of the Company; and (iii) return all Company property and comply with any instructions related to deleting and purging duplicates of such Company property (collectively the “Termination Benefits (as described in Section 5Conditions”), at no cost the Company will provide you with the following “Termination Benefits”: (a) continue your base salary for the six (6) month period that immediately follows the Date of Termination (the “Salary Continuation Payments”); (b) continuation of group health plan benefits to the Employee extent authorized by and consistent with 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), with the cost of the regular premium for such benefits shared in no less than the same amount and, on relative proportion by the same terms Company and conditions you as in effect on the Date of Termination until the earlier of (i) the date on which the termination of employment occurs for a period of two that is six (26) years months after the Date of Termination; and (ii) the date you become eligible for health benefits through another employer or otherwise become ineligible for COBRA, and (c) a pro-rated bonus based on the Date of termination Termination, provided the CEO and the Compensation Committee assess your performance and that of the Employee’s employment with Company through the Company, or, alternatively, if the Employee (or his estate) elects at any time in Date of Termination against established goals and determine that you are entitled to a written notice delivered to the Company to waive any particular Employee Benefits, the Company pro-rated bonus. The Salary Continuation Payments shall make a cash payment to the Employee commence within 10 60 days after receipt the Date of such election in an amount equal to the present value of Termination and shall be made on the Company’s cost regular payroll dates; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Salary Continuation Payments shall begin to be paid in the second calendar year. In the event you miss a regular payroll period between the Date of providing such Employee Benefits from Termination and first Salary Continuation Payment date, the date first Salary Continuation Payment shall include a “catch up” payment. Solely for purposes of such election to the end of the foregoing two (2) year period, and such present value shall be determined by reference to the Company’s then-current cost levels and a discount rate equal to 120 percent of the short-term applicable Federal rate provided for in Section 1274(d) 409A of the Internal Revenue Code (of 1986, as amended, each Salary Continuation Payment is considered a separate payment. If you are entitled to a pro-rated bonus pursuant to Section 11(c), it shall be paid at the “Code”) for the month in which the Termination occurs. In addition, time the Company shall pay to the Employee, within 10 days after said termination, an amount equal to the sum of (a) the dollar value of vacation time that would have been credited to the Employee pursuant pays annual bonuses to the Company’s Vacation Policy other senior executives (on or around the “Vacation Policy”) if the Employee had remained employed by the Company through the “Anniversary Date” (as defined in the Vacation Policy) immediately following his termination of employmentFebruary 1, multiplied by a fraction, the numerator of which is the number of days which elapsed from the Employee’s Anniversary Date immediately preceding the date of termination through the date of such termination, and the denominator of which is 365, plus (b) the dollar value of vacation time which the Employee was entitled to have taken immediately prior to the Employee’s termination, which was not in fact taken by the Employee; the dollar value of vacation time referred to above shall be equal to the amount which would have been paid to the Employee by the Company during such vacation time had the vacation time in fact been taken by the Employee immediately prior to the Employee’s termination. If the Employee dies during the two (2) year period but no later than March 15 following the termination of this Agreement for any reason (including termination of employment by the death or disability of Employee) other than by a termination by the Company for Cause, the Company shall provide the Employee Benefits, to the extent applicable, to the Employee’s estate, or make any applicable cash payments in lieu thereof to said estate. The Employee shall be deemed to be employed by the Company if the Employee is employed by the Company or any subsidiary of the Company in which the Company owns a majority of the subsidiary’s voting securities;bonus year).

Termination Benefits. The Company shall continue to provide the Employee Executive (and if applicable, his beneficiaries) with the Employee Executive Benefits (as described in Section 5), at no cost to the Employee Executive in no less than the same amount and, on the same terms and conditions as in effect on the date on which the termination of employment occurs for a period of two (2) 10 years after the date of termination of the Employee’s Executive's employment with the Company, or, alternatively, if the Employee Executive (or his estate) elects at any time in a written notice delivered to the Company to waive any particular Employee Executive Benefits, the Company shall make a cash payment to the Employee Executive within 10 days after receipt of such election in an amount equal to the present value of the Company’s 's cost of providing such Employee Executive Benefits from the date of such election to the end of the foregoing two (2) 10 year period, and such present value shall be determined by reference to the Company’s 's then-current cost levels and a discount rate equal to 120 percent of the short-term applicable Federal rate provided for in Section 1274(d) of the Internal Revenue Code (the “"Code”") for the month in which the Termination occurs. In addition, the Company shall pay to the EmployeeExecutive, within 10 days after said termination, an amount equal to the sum of (a) the dollar value of vacation time that would have been credited to the Employee Executive pursuant to the Company’s 's Vacation Policy (the “"Vacation Policy”") if the Employee Executive had remained employed by the Company through the “"Anniversary Date” " (as defined in the Vacation Policy) immediately following his termination of employment, multiplied by a fraction, the numerator of which is the number of days which elapsed from the Employee’s Executive's Anniversary Date immediately preceding the date of termination through the date of such termination, and the denominator of which is 365, plus (b) the dollar value of vacation time which the Employee Executive was entitled to have taken immediately prior to the Employee’s Executive's termination, which was not in fact taken by the EmployeeExecutive; the dollar value of vacation time referred to above shall be equal to the amount which would have been paid to the Employee Executive by the Company during such vacation time had the vacation time in fact been taken by the Employee Executive immediately prior to the Employee’s Executive's termination. If the Employee Executive dies during the two (2) 10-year period following the termination of this Agreement for any reason (including termination of employment by the Executive for Good Reason, or the death or disability of EmployeeExecutive) other than by the resignation of Executive without Good Reason or a termination by the Company for Cause, the Company shall provide the Employee Executive Benefits, to the extent applicable, to the Employee’s Executive's estate, or make any applicable cash payments in lieu thereof to said estate. The Employee Executive shall be deemed to be employed by the Company if the Employee Executive is employed by the Company or any subsidiary of the Company in which the Company owns a majority of the subsidiary’s 's voting securities;

Termination Benefits. The In the event the Company terminates your employment for any reason, the Company shall continue pay you the Accrued Obligations. In addition, in the event that (i) the Company terminates your employment without Cause, subject to provide the Employee process paragraph below, or (ii) you resign from your employment for Good Reason (as defined below), and if applicableprovided in either case you enter into, his beneficiaries) do not revoke and comply with the Employee Benefits terms of a separation agreement in a form provided by the Company which shall include a general release of claims against the Company and related persons and entities (as described in Section 5the “Release”), at no cost the Company shall provide you with the following “Termination Benefits”: (a) continuation of your Base Salary for the nine (9) months period that immediately follows the Date of Termination (the “Salary Continuation Payments”); and (b) if elected, continuation of group health plan benefits to the Employee extent authorized by and consistent with 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), with the cost of the regular premium for such benefits shared in no less than the same amount and, on relative proportion by the same terms Company and conditions you as in effect on the Date of Termination (“COBRA Continuation Benefit”) until the earlier of (i) the date on which the termination of employment occurs for a period of two that is six (26) years months after the Date of Termination; and (ii) the date of termination of the Employee’s you become eligible for health benefits through another employer or otherwise become ineligible for COBRA. If you are entitled to Termination Benefits and your employment with the CompanyCompany is terminated within twelve (12) months following a Sale Event, or, alternatively, if then in lieu of the Employee (or his estate) elects at any time in a written notice delivered to the Company to waive any particular Employee above-listed Termination Benefits, the Company shall make pay you Salary Continuation Payments and provide you a cash payment to COBRA Continuation Benefit until the Employee earlier of (i) the date that is twelve (12) months after the Date of Termination; and (ii) the date you become eligible for health benefits through another employer or otherwise become ineligible for COBRA. The Salary Continuation Payments shall commence within 10 60 days after receipt the Date of such election in an amount equal to the present value of Termination and shall be made on the Company’s cost regular payroll dates; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Salary Continuation Payments shall begin to be paid in the second calendar year. In the event you miss a regular payroll period between the Date of providing such Employee Benefits from Termination and first Salary Continuation Payment date, the date first Salary Continuation Payment shall include a “catch up” payment. Solely for purposes of such election to the end of the foregoing two (2) year period, and such present value shall be determined by reference to the Company’s then-current cost levels and a discount rate equal to 120 percent of the short-term applicable Federal rate provided for in Section 1274(d) 409A of the Internal Revenue Code of 1986, as amended (the “Code”) for the month in which the Termination occurs), each Salary Continuation Payment is considered a separate payment. In addition, the Company shall pay to the Employee, within 10 days after said termination, an amount equal to the sum of (a) the dollar value of vacation time that would have been credited to the Employee pursuant to the Company’s Vacation Policy (the “Vacation Policy”) if the Employee had remained employed by the Company through the “Anniversary Date” (as defined in the Vacation Policy) immediately following his termination of employment, multiplied by a fraction, the numerator of which is the number of days which elapsed from the Employee’s Anniversary Date immediately preceding the date of termination through the date of such termination, and the denominator of which is 365, plus (b) the dollar value of vacation time which the Employee was entitled to have taken immediately prior to the Employee’s termination, which was not in fact taken by the Employee; the dollar value of vacation time referred to above shall be equal to the amount which would have been paid to the Employee by the Company during such vacation time had the vacation time in fact been taken by the Employee immediately prior to the Employee’s termination. If the Employee dies during the two (2) year period following the termination For purposes of this Agreement for any reason (including termination of employment by the death or disability of Employee) other than by a termination by the Company for Agreement, “Cause, the Company shall provide the Employee Benefits, to the extent applicable, to the Employee’s estate, or make any applicable cash payments in lieu thereof to said estate. The Employee shall be deemed to be employed by the Company if the Employee is employed by the Company or any subsidiary of the Company in which the Company owns a majority of the subsidiary’s voting securities;” means:

Termination Benefits. The Company shall continue to provide If you are terminated without Cause or resign for Good Reason, within five (5) days of the Employee (and if applicable, his beneficiaries) with effective date of the Employee Benefits Release (as described in Section 5defined below), at no cost to the Employee in no less than the same amount and, on the same terms and conditions as in effect on the date on which the termination of employment occurs for (a) you will receive a period of two (2) years after the date of termination of the Employee’s employment with the Company, or, alternatively, if the Employee (or his estate) elects at any time in a written notice delivered to the Company to waive any particular Employee Benefits, the Company shall make a lump sum cash payment to the Employee within 10 days after receipt of such election in an amount equal to the present value of the Company’s cost of providing such Employee Benefits from the date of such election to the end of the foregoing two (2i) year period, and such present value shall be determined by reference to the Company’s then-current cost levels and a discount rate equal to 120 [xx] percent of the short-term applicable Federal rate provided for in Section 1274(d([xx]%) of the Internal Revenue Code (the “Code”) for the month in which the Termination occurs. In addition, the Company shall pay to the Employee, within 10 days after said termination, an amount equal to the sum of (a) the dollar value of vacation time that would have been credited to the Employee pursuant to the Company’s Vacation Policy (the “Vacation Policy”) if the Employee had remained employed by the Company through the “Anniversary Date” (as defined your annual base salary in the Vacation Policy) immediately following his termination of employment, multiplied by a fraction, the numerator of which is the number of days which elapsed from the Employee’s Anniversary Date immediately preceding the date of termination through the date of such termination, and the denominator of which is 365, plus (b) the dollar value of vacation time which the Employee was entitled to have taken effect immediately prior to the Employeetime of separation, (ii) [xx] percent ([xx]%) of the sum of your annual target bonus for the year in which separation occurs and (iii) [yyyy (y)] months of COBRA Benefits and (b)(i) any unvested cash payments and equity awards under any long-term incentive plan in effect at the date of separation shall ratably accelerate, vest and pay in proportion to the time lapsed during the vesting period, as increased by any adjustments and milestones earned by the time of payment and (ii) any accrued and unpaid dividends and interest on the then unvested equity awards shall vest and pay; provided that such payment and other benefit shall be contingent upon the Executive’s terminationsigning a release of all claims against PDL in a form acceptable to the Company (the “Release”), which was not must become effective and irrevocable no later than the sixtieth (60th) day following your “separation from service” within the meaning of Section 409A of the Code (as defined below) (the “Release Deadline”), and if not, you will forfeit any right to severance payments or benefits under this Agreement. If your separation from service occurs at a time during the calendar year where the Release Deadline could occur in fact taken the calendar year following the calendar year in which such separation from service occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Code Section 409A will be paid on the first payroll date to occur during the calendar year following the calendar year in which such termination occurs, or such later time as required by (i) the Employeedate the Release becomes effective, or (ii) Article 3 below; provided that the dollar value of vacation time referred to above first payment shall be equal to the amount which include all amounts that would have been paid to you if payment had commenced on the Employee by date of your separation from service. Nothing in this agreement shall limit the Company during such vacation time had the vacation time in fact been taken by the Employee immediately prior Executive’s ability to the Employee’s termination. If the Employee dies during the two (2) year period following the termination of this Agreement for receive benefits or payment from any reason (including termination of employment by the death other compensation plan or disability of Employee) other than by a termination by the Company for Cause, the Company shall provide the Employee Benefits, to the extent applicable, to the Employee’s estate, or make any applicable cash payments in lieu thereof to said estate. The Employee shall be deemed to be employed by the Company if the Employee is employed by the Company or any subsidiary of the Company in which the Company owns a majority of the subsidiary’s voting securities;severance benefit.

Termination Benefits. The In the event that: (A) the Company shall continue to provide terminates your employment without Cause or you resign for Good Reason, both as defined below, and (B) the Employee Date of Termination occurs after the earlier of (i) nine months from the Start Date, or (ii) the completion of an IPO (in either case the “Severance Commencement Date”); and if applicable(C) you enter into, his beneficiaries) do not revoke and comply with the Employee Benefits terms of a separation agreement containing customary terms in a form provided by the Company which shall include a general release of claims against the Company and related persons and entities (the “Release”) and a ratification of your obligations under the Restrictive Covenant Agreement attached to this letter and nondisparagement, but which shall not otherwise impose any new obligations on you, then in addition to the Accrued Obligations, the Company will provide you with either: (y)(A) base salary and COBRA continuation (of the employer’s portion of the premium cost) for the twelve month period immediately following the Date of Termination; and (B) accelerated vesting of any then outstanding time based equity awards so that shares that would have vested at any time on or before the one year anniversary of the Date of Termination shall become vested as described in of the Date of Termination (Section 58(y) A and B are collectively “Severance Option 1”), at no cost or (z) one lump sum payment equal to the Employee in no less than the same amount and, on the same terms and conditions as eighteen (18) months of your base salary in effect on the date on Date of Termination and COBRA continuation (of the employer’s portion of the premium cost) for the eighteen month period immediately following the Date of Termination (“Severance Option 2”). Severance Option 1 shall apply unless the Date of Termination occurs after all of the following have occurred: the Severance Commencement Date, an IPO and a Change in Control in which the termination of employment occurs for a period of two case Severance Option 2 shall apply. The first (2or only) years severance payment shall be made within 45 days after the date Date of termination Termination. If Severance Option 1 applies and you miss a regular payroll period between the Date of the Employee’s employment with the Company, or, alternatively, if the Employee (or his estate) elects at any time in a written notice delivered to the Company to waive any particular Employee BenefitsTermination and first severance payment date, the Company first severance payment shall make include a cash payment to the Employee within 10 days after receipt “catch up” payment. Solely for purposes of such election in an amount equal to the present value of the Company’s cost of providing such Employee Benefits from the date of such election to the end of the foregoing two (2) year period, and such present value shall be determined by reference to the Company’s then-current cost levels and a discount rate equal to 120 percent of the short-term applicable Federal rate provided for in Section 1274(d) 409A of the Internal Revenue Code of 1986, as amended (the “Code”) for ), each severance payment is considered a separate payment. For the month in which the Termination occurs. In additionavoidance of doubt, the Company shall pay to the Employee, within 10 days after said termination, an amount equal to the sum of (a) the dollar value of vacation time that would have been credited to the Employee pursuant to the Company’s Vacation Policy (the “Vacation Policy”) if the Employee had remained employed by the Company through the “Anniversary Date” (as defined in the Vacation Policy) immediately following his termination of employment, multiplied by a fraction, the numerator of which is the number of days which elapsed from the Employee’s Anniversary Date immediately preceding the date of termination through the date of such termination, and the denominator of which is 365, plus (b) the dollar value of vacation time which the Employee was entitled to have taken immediately prior to the Employee’s termination, which was not in fact taken by the Employee; the dollar value of vacation time referred to above shall be equal to the amount which would have been paid to the Employee by the Company during such vacation time had the vacation time in fact been taken by the Employee immediately prior to the Employee’s termination. If the Employee dies during the two (2) year period following the termination of this Agreement event your employment terminates for any reason (including termination of employment by the death or disability of Employee) other than by a termination by the Company without Cause or your resignation for CauseGood Reason, in either case after the Severance Commencement Date, you will be entitled to the Accrued Obligations but you will not be entitled to any of the Termination Benefits described in this Section 8. Notwithstanding anything herein to the contrary, in the event of the termination of your employment for any reason, the Company shall provide the Employee Benefits, to the extent applicable, to the Employee’s estate, or make any applicable cash payments in lieu thereof to said estate. The Employee shall be deemed to be employed by the Company if the Employee is employed by the Company or any subsidiary terms of the Company MIP shall govern whether and to what extend you are entitled to receive any amounts in which the Company owns a majority respect of the subsidiary’s voting securities;MIP thereafter.

Termination Benefits. The (a) Upon any termination, the Company’s obligation to make payments hereunder shall cease upon such termination, except the Company shall continue pay Executive (i) any salary earned but unpaid prior to provide the Employee termination, (and if applicableii) any business expenses incurred but not reimbursed as, his beneficiaries) with the Employee Benefits (as described in Section 5), at no cost to the Employee in no less than the same amount and, on the same terms and conditions as in effect on the date on which the termination of employment occurs for a period of two (2) years after the date of termination of the Employee’s employment with the Company, or, alternatively, if the Employee (or his estate) elects at any time in a written notice delivered to the Company to waive any particular Employee Benefits, the Company shall make a cash payment to the Employee within 10 days after receipt of such election in an amount equal to the present value of the Company’s cost of providing such Employee Benefits from the date of such election to the end of the foregoing two (2) year periodtermination, and such present value shall be determined by reference (iii) any award under the annual bonus program referred to the Company’s then-current cost levels and a discount rate equal to 120 percent of the short-term applicable Federal rate provided for in Section 1274(d3(a) that has been approved by the Compensation Committee of the Internal Revenue Code (the “Code”) for the month in which the Termination occursParent’s Board of Directors but not paid prior to termination. In addition, the Company shall pay to the Employee, within 10 days after said termination, an amount equal to the sum of (a) the dollar value of vacation time that would have been credited to the Employee pursuant to the Companyif Executive’s Vacation Policy (the “Vacation Policy”) if the Employee had remained employed employment is terminated by the Company through without Cause or by the “Anniversary Date” (as defined Executive for Good Reason, subject to Executive’s execution and delivery and non-revocation of a general release of claims in the Vacation Policyform attached hereto as Exhibit F, and Executive’s continued compliance with his obligations under Sections 4 and 5 of this Agreement, (i) immediately following his Executive shall be paid a pro rata portion of Executive’s annual bonus for the fiscal year in which the Executive’s termination occurs based on actual results for such year (determined by multiplying the amount of employment, multiplied such bonus which would be due for the full fiscal year by a fraction, the numerator of which is the number of days which elapsed from during the Employee’s Anniversary Date immediately preceding the date fiscal year of termination through that the date of such termination, Executive is employed by the Company and the denominator of which is 365) payable at the same time bonuses for such year are paid to other senior executives of the Company and (ii) notwithstanding to the contrary any provision in the Plan or the equity agreements that is less favorable to the Executive, plus (bA) vesting of equity awards then held by Executive shall continue on the schedule set forth in the equity award agreement for 12 months following the termination date and (B) vested options then held by Executive (including options that vest pursuant to the preceding clause (A)) shall remain exercisable for the earlier of (I) the dollar value of vacation time which the Employee was entitled to have taken immediately prior to the Employee’s termination, which was not in fact taken by the Employee; the dollar value of vacation time referred to above shall be equal to the amount which would have been paid to the Employee by the Company during such vacation time had the vacation time in fact been taken by the Employee immediately prior to the Employee’s termination. If the Employee dies during the two (2) year 12-month period following the termination date and (II) the option termination date; provided, that no breach of Section 4 or 5 of this Agreement for any reason (including termination of employment by the death shall be deemed to constitute non-compliance with Section 4 or disability of Employee) other than by a termination by the Company for Cause, the Company shall provide the Employee Benefits5 unless such breach is material and, to the extent applicablecurable, Executive shall have failed to cure such material breach under Section 4 or 5 of this Agreement within 30 days of receiving written notice from the Employee’s estateCompany of such material breach; and provided, or make further, that payment of any applicable cash payments in lieu thereof pro rata bonus pursuant to said estate. The Employee clause (i), vesting of equity awards and option exercises shall be deemed to be employed by the Company if the Employee is employed by the Company or any subsidiary of the Company in which the Company owns a majority of the subsidiary’s voting securities;suspended during such 30 day cure period.

Termination Benefits. The (a) In the event Employee’s employment is terminated without Cause by the Company shall continue to provide or by the Employee (and if applicable, his beneficiaries) with the Employee Benefits for Good Cause (as described defined below) and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section 51.409A-1(h) (“Separation”) and that Employee satisfies the Conditions by the Deadline (each as defined below), Employee will be entitled to (i) an amount equivalent to eighteen (18) months (the “Severance Period”) of Employee’s base salary (which severance payments shall not be at no cost less than his initial base salary rate set forth in paragraph 2 above), payable pursuant to Company’s normal payroll procedure during the Severance Period, which shall be paid beginning on the Company’s first normal payroll date that occurs on or after the Deadline, and (ii) direct payment by the Company to the COBRA administrator for continuing Employee’s medical, dental and vision coverage for himself and his dependents under the Consolidation Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for the Severance Period, provided Employee in no less than the same amount andmakes a timely election for such continued coverage, on the same terms and conditions as in effect on the date on which the termination (iii) accelerated vesting of employment occurs for a period of two (2) years after any unvested equity, including stock options and restricted stock, that has vesting dates within one year from the date of termination of the Employee’s employment termination, (clauses (i) and (ii) and (iii), collectively, the “Severance Pay”). The Severance Pay shall be conditioned upon (A) timely execution by Employee of a general release of claims (the “Release”) in a form reasonably acceptable to the Company and the non-revocation and effectiveness of such Release, (B) voluntary resignation from all of Employee’s positions with the Company, orand (C) continued compliance with the provisions of this Agreement, alternativelyincluding the covenants contained in Sections 4, if the Employee 5 and 6 of this Agreement (or his estate) elects at any time in a written notice delivered to the Company to waive any particular Employee Benefitscollectively, the Company shall make a cash payment to the Employee “Conditions”), in each case within 10 sixty (60) days after receipt of such election in an amount equal to the present value of the Companyfollowing Employee’s cost of providing such Employee Benefits from the date of such election to the end of the foregoing two (2) year period, and such present value shall be determined by reference to the Company’s then-current cost levels and a discount rate equal to 120 percent of the short-term applicable Federal rate provided for in Section 1274(d) of the Internal Revenue Code Separation (the “CodeDeadline”) for the month in which the Termination occurs. In addition, the Company shall pay to the Employee, within 10 days after said termination, an amount equal to the sum of (a) the dollar value of vacation time that would have been credited to the Employee pursuant to the Company’s Vacation Policy (the “Vacation Policy”) if the Employee had remained employed by the Company through the “Anniversary Date” (as defined in the Vacation Policy) immediately following his termination of employment, multiplied by a fraction, the numerator of which is the number of days which elapsed from the Employee’s Anniversary Date immediately preceding the date of termination through the date of such termination, and the denominator of which is 365, plus (b) the dollar value of vacation time which the Employee was entitled to have taken immediately prior to the Employee’s termination, which was not in fact taken by the Employee; the dollar value of vacation time referred to above shall be equal to the amount which would have been paid to the Employee by the Company during such vacation time had the vacation time in fact been taken by the Employee immediately prior to the Employee’s termination. If the Employee dies during the two (2) year period following the termination of this Agreement for any reason (including termination of employment by the death or disability of Employee) other than by a termination by the Company for Cause, the Company shall provide the Employee Benefits, to the extent applicable, to the Employee’s estate, or make any applicable cash payments in lieu thereof to said estate. The Employee shall be deemed to be employed by the Company if the Employee is employed by the Company or any subsidiary of the Company in which the Company owns a majority of the subsidiary’s voting securities;).

Termination Benefits. The Company shall continue Termination Benefits to provide be provided under this Agreement, which are all subject to Executive’s full and good faith compliance with this Agreement and the Employee Assignment of Developments Agreement, including the post-employment non-competition (except as provided in Sections 2(c) and 8 of this Agreement) and non-solicitation provisions in such agreements, consist of the gross amount of One Hundred Forty-One Thousand Four Hundred Seventeen Dollars ($141,417.00), which is an amount equal to five (5) months of Executive’s base salary at the rate in effect at the time of the Separation Date, and payable in a lump sum on the first regularly-scheduled payroll date occurring on or after the 60th day following the Separation Date, in accordance with this Agreement. EXHIBIT B GENERAL RELEASE AND WAIVER OF CLAIMS Certain capitalized terms used in this Release are defined in the General Release and Separation Agreement (the “Agreement”) which I have executed and of which this Release is a part. I hereby confirm my obligations under the Assignment of Developments Agreement (or other comparable agreement that I have signed, if applicableany). I acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his beneficiaries) or her settlement with the Employee Benefits debtor.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims provided herein. Except as otherwise set forth in this Release, I hereby release, acquit and forever discharge the Company, its parents and subsidiaries, and their officers, directors, agents, servants, employees, shareholders, successors, assigns and affiliates (as described in Section 5collectively, the “Releasees”), at no cost to the Employee of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys’ fees, damages, indemnities and obligations of every kind and nature, in no less law, equity or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than the same amount and, any claim for indemnification I may have as a result of any third party action against me based on the same terms and conditions as in effect on the date on which the termination of employment occurs for a period of two (2) years after the date of termination of the Employee’s my employment with the Company), orarising out of or in any way related to agreements, alternativelyevents, if the Employee (acts or his estate) elects conduct at any time in a written notice delivered prior to the date I execute this Release, including, but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company or the termination of that employment, including, but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to waive salary, bonuses, commissions, stock, stock options, or any particular Employee Benefitsother ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; and claims pursuant to any federal, state or local law or cause of action including, but not limited to, the Company shall make a cash payment to federal Civil Rights Act of 1964, as amended, the federal Employee within 10 days after receipt Retirement Income Security Act of such election 1974, as amended, the federal Americans with Disabilities Act of 1990, the Age Discrimination in an amount equal to Employment Act, as amended, the present value California Fair Employment and Housing Act, as amended, the New York City Human Rights Law, as amended, the Massachusetts Fair Employment Practices Law, as amended, tort law, contract law, wrongful discharge, discrimination, fraud, defamation, emotional distress, and breach of the Company’s cost implied covenant of providing such Employee Benefits from the date of such election to the end of the foregoing two (2) year periodgood faith and fair dealing. Nothing in this Release, and such present value however, shall be determined by reference construed in any way to the Company’s then-current cost levels and a discount rate equal to 120 percent of the short-term applicable Federal rate provided for in Section 1274(d(1) of the Internal Revenue Code (the “Code”) for the month in which the Termination occurs. In addition, release the Company shall pay from its obligation to the Employee, within 10 days after said termination, an amount equal to the sum of (a) the dollar value of vacation time that would have been credited to the Employee indemnify me pursuant to the Company’s Vacation Policy indemnification obligation pursuant to written agreement or applicable law; (2) release any claim by me against the Company relating to the validity or enforceability of this release or the Agreement; (3) release any right I may have to exercise, within ninety (90) days of the Service Termination Date, my vested outstanding stock options that I hold as of the Service Termination Date; or (4) prohibit me from exercising any non-waivable right to file a charge with the United States Equal Employment Opportunity Commission (“Vacation PolicyEEOC”) ), the National Labor Relations Board (“NLRB”), or any other government agency (provided, however, that I shall not be entitled to recover any monetary damages or to obtain non-monetary relief if the Employee had remained employed by agency were to pursue any claims relating to my employment with the Company through Company). I acknowledge that the “Anniversary Date” (as defined consideration given under the Agreement for the waiver and release in the Vacation Policypreceding paragraph hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing that: (A) immediately following his termination of employment, multiplied by a fraction, my waiver and release do not apply to any rights or claims that may arise on or after the numerator of which is date I execute this Release; (B) I have the number of right to consult with an attorney prior to executing this Release; and (C) I have twenty one (21) days which elapsed from the Employee’s Anniversary Separation Date immediately preceding to consider this Release (although I may choose to voluntarily execute this Release before the expiration of such twenty one day period), and (D) I have seven (7) days from the date of termination through the date of such termination, and the denominator of which is 365, plus (b) the dollar value of vacation time which the Employee was entitled I sign this Release to have taken immediately prior to the Employee’s termination, which was not in fact taken by the Employee; the dollar value of vacation time referred to above shall be equal to the amount which would revoke it. I hereby represent that I have been paid all compensation owed and for all hours worked, I have received all the leave and leave benefits and protections for which I am eligible, pursuant to the Employee by the Company during such vacation time had the vacation time in fact been taken by the Employee immediately prior to the Employee’s termination. If the Employee dies during the two (2) year period following the termination of this Agreement for any reason (including termination of employment by the death or disability of Employee) other than by a termination by the Company for Causefederal Family and Medical Leave Act, the California Family Rights Act, any Company shall provide the Employee Benefitspolicy or applicable law, to the extent applicableand I have not suffered any on-the-job injury or illness for which I have not already filed a workers’ compensation claim. EXECUTIVE: /s/ Xxxxxx X. Xxxxxxxx Signature Xxxxxx X. Xxxxxxxx Printed Name Date: June 5, to the Employee’s estate2015 EXHIBIT C ASSIGNMENT OF DEVELOPMENTS AGREEMENT Syndax Pharmaceuticals, or make any applicable cash payments in lieu thereof to said estate. The Employee shall be deemed to be employed by the Company if the Employee is employed by the Company or any subsidiary of the Company in which the Company owns a majority of the subsidiary’s voting securities;Inc. ASSIGNMENT OF DEVELOPMENTS, NON-DISCLOSURE, NON-COMPETITION, AND NON-SOLICITATION AGREEMENT RECITALS

Termination Benefits. The Company shall continue to provide (a) If, within twelve (12) months following a Change in Control, and during the Employee term of this Agreement (and if applicable, his beneficiaries) with the Employee Benefits (including any extensions or deemed extensions thereof as described provided in Section 51 above), at no cost to the Employee in no less than the same amount and, on the same terms and conditions as in effect on the date on which the termination of employment occurs for a period of two (2) years after the date of termination of the Employee’s employment with the CompanyCompany shall be terminated, or, alternatively, if the Employee (or his estate) elects at any time in a written notice delivered shall be entitled to the following compensation and benefits (in addition to any compensation and benefits provided for under any of the Company’s employee benefit plans, policies and practices or as required by law): (1) If the Employee’s employment with the Company to waive any particular Employee Benefitsshall be terminated (A) by reason of the Employee’s Disability, or (B) by reason of the Employee’s death, the Company shall make a cash payment to the Employee within 10 five (5) days after receipt of such election in an amount equal to the present value of the Company’s cost of providing such Employee Benefits from the date of such election to the end of the foregoing two (2) year period, and such present value shall be determined by reference to the Company’s then-current cost levels and a discount rate equal to 120 percent of the short-term applicable Federal rate provided for in Section 1274(d) of the Internal Revenue Code (the “Code”) for the month in which the Termination occurs. In addition, the Company shall pay to the Employee, within 10 days after said termination, an amount equal to the sum of (a) the dollar value of vacation time that would have been credited to the Employee pursuant to the Company’s Vacation Policy (the “Vacation Policy”) if the Employee had remained employed by the Company through the “Anniversary Date” Release Effective Date (as defined in Section 5(a) below) pay the Vacation Policy) immediately following Employee his termination full Base Monthly Salary through the Date of employment, multiplied by a fraction, Termination at the numerator rate in effect when the Notice of which Termination is given (or the number Date of days which elapsed from Termination in the case of the Employee’s Anniversary Date immediately preceding the date of termination through the date of such termination, and the denominator of which is 365death), plus any bonuses or incentive compensation which pursuant to the terms of any compensation or benefit plan have been earned or have become payable as of the Date of Termination, but which have not yet been paid. (b2) the dollar value of vacation time which the Employee was entitled to have taken immediately prior to If the Employee’s termination, which was not in fact taken by employment with the Employee; the dollar value of vacation time referred to above Company shall be equal to the amount which would have been paid to the Employee by the Company during such vacation time had the vacation time in fact been taken by the Employee immediately prior to the Employee’s termination. If the Employee dies during the two (2) year period following the termination of this Agreement for any reason (including termination of employment by the death or disability of Employee) other than by a termination terminated by the Company for Cause, the Company shall provide pay the Employee Benefitshis full Base Monthly Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, and the Company shall have no further obligations to the extent applicable, to Employee under this Agreement. (3) If the Employee’s estate, or make any applicable cash payments in lieu thereof to said estate. The Employee employment with the Company shall be deemed to be employed by the Company if the Employee is employed terminated by the Company or any subsidiary the Employee (other than for Cause or as a result of Disability or by reason of the Employee’s death), the Company shall: (i) within five (5) days after the Release Effective Date pay the Employee his full Base Monthly Salary through the Date of Termination at the greater of the rate in effect at the time the Change in Control occurs or Notice of Termination is given, plus any bonuses or incentive compensation which pursuant to the terms of any compensation or benefit plan have been earned or have become payable as of the Date of Termination, but which have not yet been paid; (ii) within five (5) days after the Release Effective Date pay the Employee a lump sum cash payment equal to twelve (12) times the Employee’s Base Monthly Salary (at the greater of the rate in effect at the time the Change in Control occurs or when Notice of Termination is given); provided, however, that the Company may at its election pay such amount to the Employee in twelve (12) equal monthly installments commencing on the fifth day after the Release Effective Date and on the same day of the month thereafter; (iii) continue to provide for the Employee and his dependents, for a period of twelve (12) months following the Date of Termination, life insurance, medical and hospitalization benefits comparable to those provided by the Company to the Employee and his dependents immediately prior to the Change in Control, provided that any coverage provided pursuant to this subsection (iii) shall terminate to the extent that the Employee obtains comparable life insurance, medical or hospitalization benefits coverage from any other employer during such twelve (12) month period. The benefits provided under this subsection (iii) shall not be materially less favorable to the Employee in terms of amounts, deductibles and costs to him, if any, than such benefits provided by the Company to the Employee and his dependents as of the date of the Change in Control. This subsection (iii) shall not be interpreted so as to limit any benefits to which the Company owns a majority Employee or his dependents may be entitled under the Company’s life insurance, medical, hospitalization, dental or disability plans following the Employee’s Date of Termination and shall be in addition to any COBRA rights under federal law; and (iv) within five (5) days after the subsidiary’s voting securities;Release Effective Date pay the Outplacement Assistance Payment to Employee. (b) The Employee shall not be required to mitigate the amount of any payment provided for in this Section 2 by seeking other employment or otherwise, nor, except as provided in Section 2(a)(3)(iii) above, shall the amount of any payment or benefit provided for in Section 2 be reduced by any compensation earned by the Employee or benefit made available to the Employee as the result of employment by another employer after the Date of Termination or otherwise.

Termination Benefits. The 5.1. If (A) the Company shall continue terminates Executive's employment in violation of this Agreement or otherwise breaches its obligations to provide Executive under this Agreement; (B) the Employee (and if applicableCompany is deemed to terminate Executive's employment in violation of this Agreement, his beneficiaries) with the Employee Benefits (as described provided in Section 5)5.3, at no cost and Executive gives the written notice to the Employee Company provided for in no less than such Section; or (C) at any time during the same amount and, on term of this Agreement individuals who presently constitute the same terms and conditions as in effect on the date on which the termination Board of employment occurs for a period Directors of two (2) years after the date of termination of the Employee’s employment with the Company, oror who have been recommended for election to the Board by two-thirds of the Board consisting of individuals who are either presently on the Board or such recommended successors (such present directors or recommended directors being hereafter referred to as "Acceptable Directors"), alternativelycease for any reason to constitute at least a majority of such Board, if and Executive gives the Employee (or his estate) elects at any time in a written notice delivered to the Company to waive any particular Employee Benefits, the Company shall make a cash payment to the Employee within 10 days after receipt of such election in an amount equal to the present value of the Company’s cost of providing such Employee Benefits from the date of such election to the end of the foregoing two (2) year period, and such present value shall be determined by reference to the Company’s then-current cost levels and a discount rate equal to 120 percent of the short-term applicable Federal rate provided for in Section 1274(dhereof; then, upon the happening of any such events, (i) of the Internal Revenue Code (the “Code”) for the month in which the Termination occurs. In addition, the Company shall pay to the Employee, Executive within 10 fifteen (15) days after said terminationsuch termination or breach (as severance pay and liquidated damages, an in lieu of any other rights or remedies which might otherwise be available to him under this Agreement, and without mitigation of any kind or amount, whether or not Executive shall seek or accept other employment), a lump sum payment equal in amount equal to the sum of (a) the dollar value of vacation time that would have been credited to the Employee pursuant to the Company’s Vacation Policy (the “Vacation Policy”) if the Employee had remained employed by the Company through the “Anniversary Date” (as defined in the Vacation Policy) immediately following his termination of employment, multiplied by a fraction, the numerator of which is the number of days which elapsed from the Employee’s Anniversary Date immediately preceding the date of termination through the date of such termination, and the denominator of which is 365, plus (b) the dollar value of vacation time which the Employee was entitled to have taken immediately prior to the Employee’s termination, which was not in fact taken by the Employee; the dollar value of vacation time referred to above shall be equal to the amount aggregate base salary which would have been paid payable to the Employee by the Company during such vacation time had the vacation time in fact been taken by the Employee immediately prior Executive pursuant to the Employee’s termination. If the Employee dies during the two (2) year period following the termination Section 3 of this Agreement during the remaining term hereof (for any reason (including termination purposes of employment by the death or disability of Employee) other than by a termination by the Company for Causethis Section 5.1, the Company shall provide the Employee Benefits, to the extent applicable, to the Employee’s estate, or make any applicable cash payments in lieu thereof to said estate. The Employee rate of Executive's base salary shall be deemed to be employed Executive's base salary at the highest annual rate in effect during the one-year period immediately preceding termination or breach); and (ii) Executive shall have the right, exercisable within thirty (30) days after such termination or breach to sell to the Company any or all options held by Executive to purchase the Company common stock and options to purchase the securities of any other company at least 20% of the voting securities of which are owned by the Company ("Related Company") at a price per share equal to the amount by which (i) the average closing price of the Company common stock or the securities of such Related Company, as the case may be, on the New York Stock Exchange (or other applicable trading market if not listed on the Employee is employed New York Stock Exchange) during the thirty-day period immediately preceding the date on which he notifies the Company of his election to sell such options plus the fair market value per share of other securities or assets which Executive would be entitled to receive upon exercise of such options exceeds (ii) the option exercise price for each such share. All options not yet fully exercisable shall be deemed fully exercisable for purposes of the foregoing computation. Such payments shall be made by the Company within fifteen (15) days after Executive has notified the Company of the exercise of his right to sell such options and shall not require any further authorization or any subsidiary approval of the Board of Directors of the Company. In addition to the foregoing, the obligations of the Company to pay for the benefits provided in which the Company owns a majority of the subsidiary’s voting securities;Section 4 hereof shall remain in full force and effect.

Termination Benefits. The a. In further consideration for Executive’s agreement to execute the PDI Confidentiality, Non-Solicitation and Covenant Not to Compete Agreement (the “Confidentiality Agreement”), the Company agrees that if it terminates the Executive’s employment without Cause (as defined below) or if the Executive terminates his employment as provided for in Section 2b hereof, and, in either instance, the Executive executes and does not revoke the PDI Agreement and General Release given to him upon such termination in substantially the form annexed to this Agreement as Exhibit A, then: (i) if such termination occurs on or before May 11, 2007 the Executive shall be paid a lump sum payment equal to (y) the product of twelve (12) times his Base Monthly Salary (as defined below), plus (z) any cash incentive compensation paid to the Executive during his employment with the Company or any unpaid portion of any guaranteed incentive compensation on a pro rata basis, without regard to any requirements that the Executive be employed by the Company on any given date in order to be eligible to receive such incentive compensation (the “Year 1 Severance Payment”); or (ii) if such termination occurs after May 11, 2007 the Executive shall be paid a lump sum payment equal to (y) the product of eighteen (18) times his Base Monthly Salary, plus (z) the average cash incentive compensation paid to the Executive during the most recent three years immedi-ately preceding the termination date for which such incentive compensation was paid, or such shorter period, if applicable (the “Subsequent Year Severance Payment”). In the event that the Company is obligated to pay the Executive either the Year 1 Severance Payment or the Subsequent Year Severance Payment (collectively, the “Severance Payment”), in addition to such payment the Company shall continue pay for the continuation of the Executive’s health and welfare benefits under COBRA (the “COBRA Benefit”) for the lesser of (i) twelve (12) months in the event that the Company is obligated to provide pay the Employee Executive the Year 1 Severance Payment or for eighteen (18) months in the event that the Company is obligated to pay the Executive the Subsequent Year Severance Payment, or (ii) until the Executive is eligible for participation in the health insurance plan of any successor employer of the Executive. All payments due hereunder shall be subject to withholding for applicable federal, state and if applicable, his beneficiaries) with local income and employment related taxes. In the Employee Benefits (as described in Section 5), at no cost to the Employee in no less than the same amount and, on the same terms and conditions as in effect on the date on which the termination event of employment occurs for a period of two (2) years after the date of any termination of the EmployeeExecutive’s employment with the Company, orthe Executive shall continue to be bound by the confidentiality, alternativelynon-solicitation, non-competition and other provisions set forth in the Confidentiality Agreement for the periods set forth therein. The Company shall have no obligation to accelerate the vesting of any equity based compensation that may be held by the Executive. No termination benefits will be paid if the Employee (Executive resigns or terminates his estate) elects at employment for any time reason other than as set forth in a written notice delivered to Section 2b below or if the Company to waive any particular Employee Benefits, terminates the Company shall make a cash payment to the Employee within 10 days after receipt of such election in an amount equal to the present value of the CompanyExecutive’s cost of providing such Employee Benefits from the date of such election to the end of the foregoing two (2) year period, and such present value shall be determined by reference to the Company’s then-current cost levels and a discount rate equal to 120 percent of the short-term applicable Federal rate provided employment for in Section 1274(d) of the Internal Revenue Code (the “Code”) for the month in which the Termination occurs. In addition, the Company shall pay to the Employee, within 10 days after said termination, an amount equal to the sum of (a) the dollar value of vacation time that would have been credited to the Employee pursuant to the Company’s Vacation Policy (the “Vacation Policy”) if the Employee had remained employed by the Company through the “Anniversary Date” Cause (as defined in the Vacation Policybelow) immediately following his termination of employment, multiplied by a fraction, the numerator of which is the number of days which elapsed from the Employee’s Anniversary Date immediately preceding the date of termination through the date of such termination, and the denominator of which is 365, plus (b) the dollar value of vacation time which the Employee was entitled to have taken immediately prior to the Employee’s termination, which was not in fact taken as determined by the Employee; the dollar value of vacation time referred to above shall be equal to the amount which would have been paid to the Employee by the Company during such vacation time had the vacation time in fact been taken by the Employee immediately prior to the Employee’s termination. If the Employee dies during the two Board (2) year period following the termination of this Agreement for any reason (including termination of employment by the death or disability of Employee) other than by a termination by the Company for Cause, the Company shall provide the Employee Benefits, to the extent applicable, to the Employee’s estate, or make any applicable cash payments in lieu thereof to said estate. The Employee shall be deemed to be employed by the Company if the Employee is employed by the Company or any subsidiary committee of the Company in which the Company owns a majority of the subsidiary’s voting securities;Board).

Termination Benefits. The 6.1. If (A) the Company shall continue terminates Executive's employment in violation of this Agreement or otherwise breaches its obligations to provide Executive under this Agreement; (B) the Employee (and if applicableCompany is deemed to terminate Executive's employment in violation of this Agreement, his beneficiaries) with the Employee Benefits (as described provided in Section 5)6.3, at no cost and Executive gives the written notice to the Employee Company provided for in no less than such Section; or (C) at any time during the same amount and, on term of this Agreement individuals who presently constitute the same terms and conditions as in effect on the date on which the termination Board of employment occurs for a period Directors of two (2) years after the date of termination of the Employee’s employment with the Company, oror who have been recommended for election to the Board by two-thirds of the Board consisting of individuals who are either presently on the Board or such recommended successors (such present directors or recommended directors being hereafter referred to as "Acceptable Directors"), alternativelycease for any reason to constitute at least a majority of such Board, if and Executive gives the Employee (or his estate) elects at any time in a written notice delivered to the Company to waive any particular Employee Benefits, the Company shall make a cash payment to the Employee within 10 days after receipt of such election in an amount equal to the present value of the Company’s cost of providing such Employee Benefits from the date of such election to the end of the foregoing two (2) year period, and such present value shall be determined by reference to the Company’s then-current cost levels and a discount rate equal to 120 percent of the short-term applicable Federal rate provided for in Section 1274(d6.4 hereof; then, upon the happening of any such events, (i) of the Internal Revenue Code (the “Code”) for the month in which the Termination occurs. In addition, the Company shall pay to the Employee, Executive within 10 fifteen (15) days after said terminationsuch termination or breach (as severance pay and liquidated damages, an in lieu of any other rights or remedies which might otherwise be available to him under this Agreement, and without mitigation of any kind or amount, whether or not Executive shall seek or accept other employment), a lump sum payment equal in amount equal to the sum of (a) the dollar value of vacation time that would have been credited to the Employee pursuant to the Company’s Vacation Policy (the “Vacation Policy”) if the Employee had remained employed by the Company through the “Anniversary Date” (as defined in the Vacation Policy) immediately following his termination of employment, multiplied by a fraction, the numerator of which is the number of days which elapsed from the Employee’s Anniversary Date immediately preceding the date of termination through the date of such termination, and the denominator of which is 365, plus (b) the dollar value of vacation time which the Employee was entitled to have taken immediately prior to the Employee’s termination, which was not in fact taken by the Employee; the dollar value of vacation time referred to above shall be equal to the amount aggregate base salary which would have been paid payable to the Employee by the Company during such vacation time had the vacation time in fact been taken by the Employee immediately prior Executive pursuant to the Employee’s termination. If the Employee dies during the two (2) year period following the termination Section 3.1 of this Agreement during the remaining term hereof (for any reason (including termination purposes of employment by the death or disability of Employee) other than by a termination by the Company for Causethis Section 6.1, the Company shall provide the Employee Benefits, to the extent applicable, to the Employee’s estate, or make any applicable cash payments in lieu thereof to said estate. The Employee rate of Executive's base salary shall be deemed to be employed Executive's base salary at the highest annual rate in effect during the one-year period immediately preceding termination or breach); (ii) the aggregate bonus which would have been payable to Executive pursuant to Section 3.2 hereof during the remaining term of this Agreement, assuming adjusted pre-tax income of the Company during the remaining term hereof is earned at the highest level achieved in either of the last two full fiscal years prior to such termination; and (iii) Executive shall have the right, exercisable within thirty (30) days after such termination or breach to sell to the Company any or all options held by Executive to purchase the Company common stock and options to purchase the securities of any other company at least 20% of the voting securities of which are owned by the Company ("Related Company") at a price per share equal to the amount by which (a) the average closing price of the Company common stock or the securities of such Related Company, as the case may be, on the New York Stock Exchange (or other applicable trading market if not listed on the Employee is employed New York Stock Exchange) during the thirty-day period immediately preceding the date on which he notifies the Company of his election to sell such options plus the fair market value per share of other securities or assets which Executive would be entitled to receive upon exercise of such options exceeds (b) the option exercise price for each such share. All options not yet fully exercisable shall be deemed fully exercisable for purposes of the foregoing computation. Such payments shall be made by the Company within fifteen (15) days after Executive has notified the Company of the exercise of his right to sell such options and shall not require any further authorization or any subsidiary approval of the Board of Directors of the Company. Each of the payments provide for in this Section 6.1 shall be paid in full, without discount to present value. In addition to the foregoing, the obligations of the Company to pay for the benefits provided in which the Company owns a majority of the subsidiary’s voting securities;Section 4 hereof shall remain in full force and effect.

Termination Benefits. The Company Executive shall continue be entitled to provide the Employee receive an -------------------- amount (and if applicable, his beneficiaries"Termination Pay") with the Employee Benefits equal to (as described in Section 5), at no cost to the Employee in no less than the same amount and, on the same terms and conditions as in effect on the date on which the termination of employment occurs for a period of i) two (2) years after times Executive's Base Salary as of the date of Executive's termination and (ii) Executive's bonus described in Subsection 2.2 above for the year of termination if Executive would have otherwise been entitled (as determined in good faith by the Board of Directors of the Employee’s employment Company (or its Compensation Committee)) to receive such bonus had he not been terminated; provided that if the date of such termination occurs prior to the last day of the calendar year in which such bonus is awarded, then such bonus shall be prorated based upon the number of days elapsed prior to Executive's date of termination. Such Termination Pay shall be payable in two lump sums, the first payment consisting of 50% of the amount payable pursuant to clause (i) of the preceding sentence plus the amount payable pursuant to clause (ii) of the preceding sentence (which payment shall be made within 30 days of the termination date) and the second payment consisting of the balance of the Termination Pay (which payment shall be made on the first anniversary of the termination date). Such Termination Pay shall be in lieu of any claims Executive may have had with respect to termination benefits and, as a condition to the Company's obligations (if any) to pay the Termination Pay, or, alternatively, if Executive will execute and deliver the Employee (or his estate) elects at any time Company a general release of claims in a written notice delivered form and substance reasonably satisfactory to the Company Company. Notwithstanding any provision in this Agreement to waive any particular Employee Benefitsthe contrary, the Company shall make a cash payment have no obligation to the Employee within 10 days after receipt of such election in an amount equal to the present value of the Company’s cost of providing such Employee Benefits from the date of such election to the end of the foregoing two (2) year period, and such present value shall pay any amounts which would otherwise be determined by reference to the Company’s then-current cost levels and a discount rate equal to 120 percent of the short-term applicable Federal rate provided for in Section 1274(d) of the Internal Revenue Code (the “Code”) for the month in which the Termination occurs. In addition, the Company shall pay to the Employee, within 10 days after said termination, an amount equal to the sum of (a) the dollar value of vacation time that would have been credited to the Employee payable pursuant to the Company’s Vacation Policy (the “Vacation Policy”) if the Employee had remained employed by the Company through the “Anniversary Date” (as defined in the Vacation Policy) immediately following his termination of employment, multiplied by a fraction, the numerator of which is the number of days which elapsed from the Employee’s Anniversary Date immediately preceding the date of termination through the date of such termination, and the denominator of which is 365, plus (b) the dollar value of vacation time which the Employee was entitled to have taken immediately prior to the Employee’s termination, which was not in fact taken by the Employee; the dollar value of vacation time referred to above shall be equal to the amount which would have been paid to the Employee by the Company Section 4 or Section 5 hereof during such vacation time had the vacation time times as Executive is in fact been taken by the Employee immediately prior to the Employee’s termination. If the Employee dies during the two (2) year period following the termination material breach of any material covenant or agreement of this Agreement for any reason (including termination of employment by or the death or disability of Employee) other than by a termination by the Company for Cause, the Company shall provide the Employee Benefits, to the extent applicable, to the Employee’s estate, or make any applicable cash payments in lieu thereof to said estate. The Employee shall be deemed to be employed by the Company if the Employee is employed by the Company or any subsidiary of the Company in which the Company owns a majority of the subsidiary’s voting securities;Stock Based Incentive Agreements.

Termination Benefits. The Company Buyer shall continue be solely responsible for, and shall pay or cause to provide be paid, severance payments and other employment termination benefits, if any, to Active Transferred Employees who become employees of Buyer and become entitled to such payments or benefits by reason of any events occurring after the Employee Closing Date (and if applicable, his beneficiaries) with the Employee Benefits (as described in Section 5except for those benefits that arise under any Benefit Plan), at no cost to the Employee in no less than the same amount and, . If any action on the same terms and conditions as in effect part of Seller on the date on which the termination of employment occurs for a period of two (2) years after the date of termination of the Employee’s employment with the Company, or, alternatively, if the Employee (or his estate) elects at any time in a written notice delivered to the Company to waive any particular Employee Benefits, the Company shall make a cash payment to the Employee within 10 days after receipt of such election in an amount equal to the present value of the Company’s cost of providing such Employee Benefits from the date of such election to the end of the foregoing two (2) year period, and such present value shall be determined by reference to the Company’s then-current cost levels and a discount rate equal to 120 percent of the short-term applicable Federal rate provided for in Section 1274(d) of the Internal Revenue Code (the “Code”) for the month in which the Termination occurs. In addition, the Company shall pay to the Employee, within 10 days after said termination, an amount equal to the sum of (a) the dollar value of vacation time that would have been credited to the Employee pursuant to the Company’s Vacation Policy (the “Vacation Policy”) if the Employee had remained employed by the Company through the “Anniversary Date” (as defined in the Vacation Policy) immediately following his termination of employment, multiplied by a fraction, the numerator of which is the number of days which elapsed from the Employee’s Anniversary Date immediately preceding the date of termination through the date of such termination, and the denominator of which is 365, plus (b) the dollar value of vacation time which the Employee was entitled to have taken immediately prior to the Employee’s terminationClosing Date, which was not or if the sale to Buyer of the Subject Assets pursuant to this Agreement or the transactions contemplated hereby, or if the failure by Buyer to hire as an employee of Buyer any employee of Seller, shall directly or indirectly result in fact taken by any Liabilities for severance payments or other employment termination benefits under the Employee; the dollar value of vacation time referred to above Benefit Plans, then such Liabilities shall be equal the sole responsibility of, and shall be paid by, Seller; provided, however, that (i) Liabilities for Suits that arise from the termination by Seller of Seller’s Employees as of the Closing Date that are unrelated to the amount which would have been paid to the Employee any Benefit Plans or any violation of Law, Order or Contract by the Company during such vacation time had the vacation time in fact been taken by the Employee immediately Seller prior to the EmployeeClosing Time shall be the responsibility of Buyer, and (ii) the Buyer shall reimburse Seller for fifty percent (50%) of all severance payments (if any) under the Seller’s terminationseverance policy as historically implemented as described by the Seller to the Buyer prior to the Closing Time, excluding non-severance payments including change in control payments or bonus payments, that Seller is required to make under the Benefit Plans and paid to Active Transferred Employees who become employees of Buyer on the Closing Date (other than Xxxxx and Lintvet and any payments set forth in Schedule 5.17(j)) up to a maximum reimbursement amount of Thirty Thousand Dollars ($30,000), and Buyer shall have no other liability or responsibility with respect to such severance payments or Benefit Plans. If Seller shall use its reasonable best efforts to cause each Employee of Seller other than the Employee dies during Active Transferred Employees to execute a release (which shall include the two (2modifications described, below) year period following the in connection with Seller’s termination of this Agreement for any reason (including termination his/her employment. Such Employees’ execution of employment such release documents should be a condition to their receipt of severance from Seller. Seller shall disclose to the Employees other than the Active Transferred Employees prior to presenting them with their severance documents all information reasonably requested by the death or disability of Employee) other than by a termination Buyer to be presented to them in advance in order for their severance and release agreements to be enforceable against them by the Company Buyer and the Seller. The Seller shall present such Employees for Cause, their execution with the Company shall provide the Employee Benefits, form of release approved by Buyer’s counsel prior to the extent applicable, to the Employee’s estate, or make any applicable cash payments in lieu thereof to said estateClosing. The Employee Seller shall be deemed to be employed by perform all of its obligations (including, but not limited to, making the Company if severance payments and complying with the Employee is employed by the Company or any subsidiary of the Company revocation periods) set forth in which the Company owns a majority of the subsidiary’s voting securities;such release documents.

Termination Benefits. The In the event that: (A) the Company shall continue to provide terminates your employment without Cause or you resign for Good Reason, both as defined below, and (B) the Employee Date of Termination occurs after the earlier of (i) nine months from the Start Date, or (ii) the completion of an IPO (in either case the “Severance Commencement Date”); and if applicable(C) you enter into, his beneficiaries) do not revoke and comply with the Employee Benefits terms of a separation agreement containing customary terms in a form provided by the Company which shall include a general release of claims against the Company and related persons and entities (the “Release”) and a ratification of your obligations under the Restrictive Covenant Agreement attached to this letter and nondisparagement, but which shall not otherwise impose any new obligations on you, then in addition to the Accrued Obligations, the Company will provide you with either: (y)(A) base salary and COBRA continuation (of the employer’s portion of the premium cost) for the twelve month period immediately following the Date of Termination; and (B) accelerated vesting of any then outstanding time based equity awards so that shares that would have vested at any time on or before the one year anniversary of the Date of Termination shall become vested as described in of the Date of Termination (Section 58(y) A and B are collectively “Severance Option 1”), at no cost or (z) one lump sum payment be equal to the Employee in no less than the same amount and, on the same terms and conditions as eighteen (18) months of your base salary in effect on the date on Date of Termination (“Severance Option 2”). Severance Option 1 shall apply unless the Date of Termination occurs after all of the following have occurred: the Severance Commencement Date, an IPO and a Change in Control in which the termination of employment occurs for a period of two case Severance Option 2 shall apply. The first (2or only) years severance payment shall be made within 45 days after the date Date of termination Termination. If Severance Option 1 applies and you miss a regular payroll period between the Date of the Employee’s employment with the CompanyXxxxx Xxxxxxxxx July 28, or, alternatively, if the Employee (or his estate) elects at any time in a written notice delivered to the Company to waive any particular Employee Benefits2014 Termination and first severance payment date, the Company first severance payment shall make include a cash payment to the Employee within 10 days after receipt “catch up” payment. Solely for purposes of such election in an amount equal to the present value of the Company’s cost of providing such Employee Benefits from the date of such election to the end of the foregoing two (2) year period, and such present value shall be determined by reference to the Company’s then-current cost levels and a discount rate equal to 120 percent of the short-term applicable Federal rate provided for in Section 1274(d) 409A of the Internal Revenue Code of 1986, as amended (the “Code”) for ), each severance payment is considered a separate payment. For the month in which the Termination occurs. In additionavoidance of doubt, the Company shall pay to the Employee, within 10 days after said termination, an amount equal to the sum of (a) the dollar value of vacation time that would have been credited to the Employee pursuant to the Company’s Vacation Policy (the “Vacation Policy”) if the Employee had remained employed by the Company through the “Anniversary Date” (as defined in the Vacation Policy) immediately following his termination of employment, multiplied by a fraction, the numerator of which is the number of days which elapsed from the Employee’s Anniversary Date immediately preceding the date of termination through the date of such termination, and the denominator of which is 365, plus (b) the dollar value of vacation time which the Employee was entitled to have taken immediately prior to the Employee’s termination, which was not in fact taken by the Employee; the dollar value of vacation time referred to above shall be equal to the amount which would have been paid to the Employee by the Company during such vacation time had the vacation time in fact been taken by the Employee immediately prior to the Employee’s termination. If the Employee dies during the two (2) year period following the termination of this Agreement event your employment terminates for any reason (including termination of employment by the death or disability of Employee) other than by a termination by the Company without Cause or your resignation for CauseGood Reason, in either case after the Severance Commencement Date, you will be entitled to the Accrued Obligations but you will not be entitled to any of the Termination Benefits described in this Section 8. Notwithstanding anything herein to the contrary, in the event of the termination of of your employment for any reason, the Company shall provide the Employee Benefits, to the extent applicable, to the Employee’s estate, or make any applicable cash payments in lieu thereof to said estate. The Employee shall be deemed to be employed by the Company if the Employee is employed by the Company or any subsidiary terms of the Company MIP shall govern whether and to what extend you are entitled to receive any amounts in which the Company owns a majority respect of the subsidiary’s voting securities;MIP thereafter. For purposes of this Agreement,

Termination Benefits. The Company shall continue to provide the Employee (and if applicable, his beneficiariesSection 4(c) with the Employee Benefits (as described in Section 5), at no cost to the Employee in no less than the same amount and, on the same terms and conditions as in effect on the date on which the termination of employment occurs for a period of two (2) years after the date of termination of the Employee’s Agreement is superseded and replaced in its entirety to read as follows: “If (i) the Company terminates your employment with the Company, or, alternatively, if the Employee (or his estate) elects at any time (A) other than for Cause (as defined below) or (B) due to a disability, or (ii) you voluntarily terminate your employment for Good Reason (as defined below), then, subject to your execution of a release of claims in a written notice delivered to favor of the Company to waive any particular Employee Benefitsin the form attached hereto as Exhibit A, which release becomes effective in accordance with its terms on or before the Company shall make a cash payment to the Employee within 10 days after receipt thirtieth (30th) day following your termination of such election in an amount equal to the present value of the Company’s cost of providing such Employee Benefits from the date of such election to the end of the foregoing two (2) year periodemployment, and such present value then you shall be determined by reference entitled to the Company’s then-current cost levels and (w) a discount rate equal to 120 percent of the short-term applicable Federal rate provided for in Section 1274(d) of the Internal Revenue Code (the “Code”) for the month in which the Termination occurs. In addition, the Company shall pay to the Employee, within 10 days after said termination, an amount lump sum payment equal to the sum of twelve (a12) months of your base salary plus one year of your target bonus (both at the dollar value rate in effect on your termination of vacation time that would have been credited to employment), together with any base salary accrued through your termination date payable on the Employee pursuant to the Company’s Vacation Policy thirtieth (the “Vacation Policy”30th) if the Employee had remained employed by the Company through the “Anniversary Date” (as defined in the Vacation Policy) immediately day following his such termination of employment, multiplied by (x) either a fractionlump sum payment equal to the value of twelve (12) months of COBRA coverage payable on the thirtieth (30th) day following your termination of employment or direct payment of your premiums for health care continuation coverage under the applicable provisions of COBRA, provided that you elect to continue and remain eligible for these benefits under COBRA, and do not become covered through another employer’s health plan during this period, and provided further the election as to lump sum payment or direct payments of COBRA premiums pursuant to this subsection (x) must be made at the time of termination, (y) twenty-four (24) months accelerated vesting of your Initial Grant and all other equity grants that you received from the Company prior to such termination of employment, provided that with respect to (i) (a) any outstanding awards of performance-based restricted stock units for which the number of earned restricted stock units has not been determined as of the date of termination, the numerator number of performance-based restricted stock units that will become earned for purposes of vesting shall be determined based on actual performance of the applicable performance metrics, as, and at such time as, determined by the Compensation Committee of the Board of Directors, and shall be settled as soon as practicable following such determination (but no later than two and a half (2 1/2) months after the fiscal year in which the termination date occurs) and (b) any earned restricted stock units that are subject to “cliff” vesting on one or more anniversaries of the date of grant, solely for purposes of determining the number of earned restricted stock units that shall vest upon termination, the performance-based restricted stock units shall be treated as instead being subject to monthly vesting in equal installments from the applicable date of grant and you shall become vested in that number of earned restricted stock units that would have vested during the period commencing from the date of grant and continuing up to your termination date and during an additional twenty-four (24) month period following your termination date and (ii) any outstanding awards of restricted stock units that are not subject to performance metrics and that are subject to “cliff” vesting on one or more anniversaries of the date of grant, solely for purposes of determining the number of such restricted stock units that shall vest upon termination, such restricted stock units shall be treated as instead being subject to monthly vesting in equal installments from the applicable date of grant and you shall become vested in that number of restricted stock units that would have vested during the period commencing from the date of grant and continuing up to your termination date and during an additional twenty-four (24) month period following your termination date, and (z) a pro rata portion of your bonus for the fiscal year of such termination of employment, payable at the same time the Company pays annual bonuses to other executive officers for such fiscal year (but no later than two and a half (2 ½) months after the fiscal year in which the termination date occurs) based on (I) your termination date, (II) the determination by the Compensation Committee whether company performance objectives have been met, and (III) an assumption that any individual MBO has been achieved at 100%; provided, however, that, if such termination of employment occurs within ninety (90) days prior to, or two years following, the consummation of a Change of Control (as such term is defined below), (1) the lump sum payment in (w), above, shall be increased to twenty-four (24) months of your base salary plus two years of your target bonus; (2) you shall receive 100% accelerated vesting of all of your equity awards (including, without limitation, stock options and restricted stock units) that are unvested and outstanding as of your termination of employment and which would otherwise become vested based solely on the passage of time and performance of services (and not in whole or in part on the future attainment of performance targets); (3) any restricted stock unit awards held by you at the time of your termination of employment the earning or vesting of which is dependent in whole or in part on the attainment of performance targets shall become vested with respect to 100% of the target number of days such restricted stock units which elapsed from have not yet otherwise been earned at the Employee’s Anniversary Date immediately preceding the date time of termination through the date of such termination, and the denominator of which is 365, plus (b) the dollar value of vacation time which the Employee was entitled to have taken immediately prior to the Employee’s termination, which was not in fact taken by the Employee; the dollar value of vacation time referred to above shall be equal to the amount which would have been paid to the Employee by the Company during such vacation time had the vacation time in fact been taken by the Employee immediately prior to the Employee’s termination. If the Employee dies during the two (2) year period following the your termination of this Agreement for any reason (including termination of employment by the death or disability of Employee) other than by a termination by the Company for Cause, the Company shall provide the Employee Benefits, to the extent applicable, to the Employee’s estate, or make any applicable cash payments in lieu thereof to said estate. The Employee shall be deemed to be employed by the Company if the Employee is employed by the Company or any subsidiary of the Company in which the Company owns a majority of the subsidiary’s voting securitiesemployment;

Termination Benefits. The Upon the Executive’s termination, the Company will provide him with the following benefits to which he is not otherwise entitled: (i) any outstanding equity awards granted by the Company and held by the Executive upon his Termination Date (“Equity Awards”) shall continue to provide the Employee vest (and if applicable, his beneficiaries) with the Employee Benefits (as described in Section 5), at no cost to the Employee in no less than the same amount and, if applicable become exercisable) in accordance with their terms as if the Executive’s Termination Date had not occurred; (ii) in the case of any Equity Awards that are performance-based restricted stock units, the determination of whether and to what extent the awards will become vested will be determined based on the same terms actual performance otherwise applicable to such awards and conditions as will be determined at the time that the performance and vesting is otherwise determined for similarly-situated employees whose termination of employment had no occurred; (iii) in effect on the case of any Equity Award that is a stock option, such stock options shall remain exercisable until the earlier of the 10th anniversary of the grant date of such stock option or the date on which the termination of employment occurs for a period of two (2) years after the date of termination of the Employee’s employment with the Company, or, alternatively, stock option would otherwise have expired if the Employee Executive’s Termination Date had not occurred; (or his estate) elects at any time in a written notice delivered to the Company to waive any particular Employee Benefits, the Company shall make a cash payment to the Employee within 10 days after receipt of such election in an amount equal to the present value of the Company’s cost of providing such Employee Benefits from the date of such election to the end of the foregoing two (2) year period, and such present value shall be determined by reference to the Company’s then-current cost levels and a discount rate equal to 120 percent of the short-term applicable Federal rate provided for in Section 1274(d) of the Internal Revenue Code (the “Code”) for the month in which the Termination occurs. In addition, the Company shall pay to the Employee, within 10 days after said termination, an amount equal to the sum of (a) the dollar value of vacation time that would have been credited to the Employee pursuant to the Company’s Vacation Policy (the “Vacation Policy”iv) if the Employee had remained employed by the Company through the “Anniversary Date” a Change in Control (as defined in the Vacation PolicyCommvault Systems, Inc. Omnibus Incentive Plan (“Incentive Plan”) immediately following his termination occurs prior to the date on which any Equity Awards are fully vested, paid or settled, then, upon the Change in Control, (A) any Equity Awards that are stock options shall become fully vested and exercisable, and (B) any Equity Awards that are Full Value Awards (as defined in the Incentive Plan) shall become fully vested and the determination of employment, multiplied by a fraction, any performance conditions will be determined in accordance with the numerator terms of which is the number Incentive Plan upon the Change in Control in accordance with the terms of days which elapsed from the EmployeeIncentive Plan; and (v) the Company will continue to pay the Executive’s Anniversary Date immediately preceding car lease (based on the lease as of the date of termination this Agreement) through the date of such termination, and the denominator of which is 365, plus its expiration (b) the dollar value of vacation time which the Employee was entitled without regard to have taken immediately prior to the Employee’s termination, which was not in fact taken by the Employee; the dollar value of vacation time referred to above shall be equal to the amount which would have been paid to the Employee by the Company during such vacation time had the vacation time in fact been taken by the Employee immediately prior to the Employee’s termination. If the Employee dies during the two (2) year period following the termination of this Agreement for any reason (including termination of employment by the death or disability of Employee) other than by a termination by the Company for Cause, the Company shall provide the Employee Benefits, to the extent applicable, to the Employee’s estate, or make any applicable cash payments in lieu thereof to said estate. The Employee shall be deemed to be employed by the Company if the Employee is employed by the Company or any subsidiary of the Company in which the Company owns a majority of the subsidiary’s voting securities;extensions thereof.

Termination Benefits. The Company shall continue to provide the Employee (and if applicable, his beneficiariesSection 4(c) with the Employee Benefits (as described in Section 5), at no cost to the Employee in no less than the same amount and, on the same terms and conditions as in effect on the date on which the termination of employment occurs for a period of two (2) years after the date of termination of the Employee’s Agreement is superseded and replaced in its entirety to read as follows: “If (i) the Company terminates your employment with the Company, or, alternatively, if the Employee (or his estate) elects at any time (A) other than for Cause (as defined below) or (B) due to a disability, or (ii) you voluntarily terminate your employment for Good Reason (as defined below), then, subject to your execution of a release of claims in a written notice delivered to favor of the Company to waive any particular Employee Benefitsin the form attached hereto as Exhibit A, which release becomes effective in accordance with its terms on or before the Company shall make a cash payment to the Employee within 10 days after receipt thirtieth (30th) day following your termination of such election in an amount equal to the present value of the Company’s cost of providing such Employee Benefits from the date of such election to the end of the foregoing two (2) year periodemployment, and such present value then you shall be determined by reference entitled to the Company’s then-current cost levels and (w) a discount rate equal to 120 percent of the short-term applicable Federal rate provided for in Section 1274(d) of the Internal Revenue Code (the “Code”) for the month in which the Termination occurs. In addition, the Company shall pay to the Employee, within 10 days after said termination, an amount lump sum payment equal to the sum of twelve (a12) months of your base salary plus one year of your target bonus (both at the dollar value rate in effect on your termination of vacation time that would have been credited to employment), together with any base salary accrued through your termination date payable on the Employee pursuant to the Company’s Vacation Policy thirtieth (the “Vacation Policy”30th) if the Employee had remained employed by the Company through the “Anniversary Date” (as defined in the Vacation Policy) immediately day following his such termination of employment, multiplied by (x) either a fractionlump sum payment equal to the value of twelve (12) months of COBRA coverage payable on the thirtieth (30th) day following your termination of employment or direct payment of your premiums for health care continuation coverage under the applicable provisions of COBRA, provided that you elect to continue and remain eligible for these benefits under COBRA, and do not become covered through another employer’s health plan during this period, and provided further the numerator election as to lump sum payment or direct payments of COBRA premiums pursuant to this subsection (x) must be made at the time of termination, (y) twenty-four (24) months accelerated vesting of your Initial Grant and all other equity grants that you received from the Company prior to such termination of employment, provided that with respect to (i)(a) any outstanding awards of performance-based restricted stock units for which is the number of days which elapsed from the Employee’s Anniversary Date immediately preceding earned restricted stock units has not been determined as of the date of termination, the number of performance-based restricted stock units that will become earned for purposes of vesting shall be determined based on actual performance of the applicable performance metrics, as, and at such time as, determined by the Compensation Committee of the Board of Directors, and shall be settled as soon as practicable following such determination (but no later than two and a half (2 1/2) months after the fiscal year in which the termination through date occurs); provided, however, that, if such termination of employment occurs within one year following the consummation of a Change of Control (as such term is defined in the 2007 Equity Incentive Plan of Xilinx, Inc.), the number of performance-based restricted stock units that will become earned for purposes of vesting instead shall be the target number of restricted stock units set forth in the applicable award agreement and (b) with respect to any earned restricted stock units that are subject to “cliff” vesting on one or more anniversaries of the date of such grant, solely for purposes of determining the number of earned restricted stock units that shall vest upon termination, the performance-based restricted stock units shall be treated as instead being subject to monthly vesting in equal installments from the applicable date of grant and you shall become vested in that number of earned restricted stock units that would have vested during the denominator period commencing from the date of which is 365grant and continuing up to your termination date and during an additional the twenty-four (24) month period following your termination date and (ii) any outstanding awards of restricted stock units that are not subject to performance metrics and that are subject to “cliff” vesting on one or more anniversaries of the date of grant, plus (b) solely for purposes of determining the dollar value number of vacation time which the Employee was entitled to have taken immediately prior to the Employee’s such restricted stock units that shall vest upon termination, which was not in fact taken by the Employee; the dollar value of vacation time referred to above such restricted stock units shall be treated as instead being subject to monthly vesting in equal to installments from the amount which applicable date of grant and you shall become vested in that number of restricted stock units that would have been paid vested during the period commencing from the date of grant and continuing up to your termination date and during an additional twenty-four (24) month period following your termination date, and (z) a pro rata portion of your bonus for the Employee by fiscal year of such termination of employment, payable at the same time the Company during pays annual bonuses to other executive officers for such vacation time had fiscal year (but no later than two and a half (2 1/2) months after the vacation time in fact been taken by the Employee immediately prior to the Employee’s termination. If the Employee dies during the two (2) fiscal year period following the termination of this Agreement for any reason (including termination of employment by the death or disability of Employee) other than by a termination by the Company for Cause, the Company shall provide the Employee Benefits, to the extent applicable, to the Employee’s estate, or make any applicable cash payments in lieu thereof to said estate. The Employee shall be deemed to be employed by the Company if the Employee is employed by the Company or any subsidiary of the Company in which the Company owns termination date occurs) based on (I) your termination date, (II) the determination by the Compensation Committee whether company performance objectives have been met, and (III) an assumption that any individual MBO has been achieved at 100%. Additionally, you will be required to tender your resignation as a majority member of the subsidiary’s voting securities;Board.”