Common use of Termination by Company Without Cause Clause in Contracts

Termination by Company Without Cause. Where the Company terminates Executive’s employment without Cause, and Executive’s employment is not terminated due to death or Disability (as defined below), Executive will be eligible to receive: (i) continued payment of Base Salary for twelve (12) months (“Severance Period”) according to the Company’s normal payroll practices, less applicable withholdings and any remuneration paid to Executive during each applicable Company payroll period because of Executive’s employment or self-employment during such period (“Severance Payments”); and (ii) if Executive qualifies for and timely completes all documentation necessary to continue health insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will pay to the insurance carriers as and when due the applicable COBRA premium for Executive and Executive’s dependents for up to the Severance Period; however, that the Company’s obligation to pay the COBRA Premium shall cease immediately if: (x) the Company determines that it cannot pay the COBRA Premium on behalf of Executive without violating applicable law (including, without limitation, Section 2716 of the Public Health Services Act), (y) Executive or Executive’s eligible dependents cease to be eligible or COBRA coverage, or (z) Executive obtains subsequent employment through which Executive is eligible to obtain substantially equivalent or better health insurance (“Severance Benefits”). Executive shall immediately provide written notice to the Company’s Board when Executive becomes eligible for such health insurance. Executive acknowledges that nothing in this Section 4(b) shall prohibit the Company from changing, withdrawing, or in any way modifying its group health plans, and nothing herein shall be construed as a guarantee of payment of any particular claim submitted by Executive or qualified beneficiaries to such plans. The COBRA Premium paid by the Company shall be treated as taxable compensation to Executive, with applicable withholdings taken from the Severance Payments, if and to the extent necessary to limit or fix any violation of Section 105(h) of the Internal Revenue Code of 1986, as amended, and applicable guidance promulgated thereunder (the “Code”). Executive’s eligibility to receive the severance set forth in this Section 4(b) is conditioned on Executive having first signed a release agreement in the form attached as Exhibit A and the release becoming irrevocable by its terms within fifty five (55) calendar days following the date of Executive’s termination of employment (or, if applicable, the date of Executive’s Separation from Service, as such term is defined in Section 4(i)). All other obligations of the Company under this Agreement shall cease.

Termination by Company Without Cause. Where The Company shall retain the right to terminate the Executive without cause or prior written notice, although the Company terminates may give notice pursuant to this paragraph 5(f) in its sole discretion. If the Executive's employment is terminated by the Company without cause pursuant to this paragraph 5(f), the Executive shall continue to receive the Executive’s employment without Causebase salary and bonus, and the Company shall continue medical and dental benefits for the Executive and the Executive’s employment is not terminated due family, by paying the premium for health insurance continuation coverage under COBRA for the Executive and the Executive’s eligible family to death the extent the Executive elects COBRA coverage (or Disability (as defined belowcontinue to contribute the employer portion of the premium normally paid by the Company for its current employees), Executive will for a Severance Period which shall be eligible determined as set forth in the next sentence. The Severance Period shall consist of the lesser of one hundred eighty days from the earlier to receive: occur of the date (i) continued payment notice of Base Salary termination is given pursuant to this paragraph 5(f) or (ii) the date on which employment actually terminates pursuant to this paragraph 5(f). The Executive acknowledges and agrees that the non-compete restrictions set forth in Section 7 of this Employment Agreement will remain in full force and effect for twelve the greater of the Severance Period or the Six (126) months month period subsequent to the Executive’s termination. The sum, if any, payable to the Executive in respect of the Severance Period shall be payable in equal monthly installments on the Fifteenth (“15th) day of each month in the Severance Period”. Furthermore, the obligations imposed on Executive with respect to confidentiality, non-disclosure and assignment of rights to inventions or developments in this Agreement or any other agreement executed by the parties shall continue, notwithstanding the termination of the employment relationship between the parties. The salary, bonus (if any) according and health insurance benefits to be provided under this paragraph 5(f) are sometimes hereinafter referred to as "Termination Compensation." The Executive shall not be entitled to any Termination Compensation unless the Executive executes and delivers to the Company after a notice of termination a release in form and substance reasonably satisfactory to the Company by which the Executive releases the Company from any obligations and liabilities of any type whatsoever under this Agreement, except for the Company's obligations with respect to the Termination Compensation, which release shall not affect the Executive’s normal payroll practicesright to indemnification, less applicable withholdings and any remuneration paid to Executive during each applicable Company payroll period because if any, for actions taken within the scope of the Executive’s employment or self-employment during such period (“Severance Payments”); and (ii) if Executive qualifies for and timely completes all documentation necessary to continue health insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will pay to the insurance carriers as and when due the applicable COBRA premium for Executive and Executive’s dependents for up to rights in respect of the Severance Period; howeverExecutive’s vested stock options, if any. The parties hereto acknowledge that the Company’s obligation to pay the COBRA Premium shall cease immediately if: (x) the Company determines that it cannot pay the COBRA Premium on behalf of Executive without violating applicable law (including, without limitation, Section 2716 of the Public Health Services Act), (y) Executive or Executive’s eligible dependents cease Termination Compensation to be eligible provided under this paragraph 5(f) is to be provided in consideration for the above-specified release. The Executive will not be entitled to and shall not receive any other compensation or COBRA coverage, or (z) Executive obtains subsequent employment through which Executive is eligible to obtain substantially equivalent or better health insurance (“Severance Benefits”). Executive shall immediately provide written notice to the Company’s Board when Executive becomes eligible for such health insurance. Executive acknowledges that nothing in this Section 4(b) shall prohibit the Company from changing, withdrawing, or in any way modifying its group health plans, and nothing herein shall be construed as a guarantee of payment benefits of any particular claim submitted by Executive or qualified beneficiaries to such plans. The COBRA Premium paid by the Company shall be treated as taxable compensation to Executive, with applicable withholdings taken from the Severance Payments, if and to the extent necessary to limit or fix any violation of Section 105(h) of the Internal Revenue Code of 1986, as amended, and applicable guidance promulgated thereunder (the “Code”). Executive’s eligibility to receive the severance set forth in this Section 4(b) is conditioned on Executive having first signed a release agreement in the form attached as Exhibit A and the release becoming irrevocable by its terms within fifty five (55) calendar days type following the effective date of Executive’s termination of employment (ortermination, if applicable, the date of Executive’s Separation from Service, except such benefits as such term is defined in Section 4(i)). All other obligations of the Company may be required to be extended under this Agreement shall ceaseapplicable state or Federal law.

Termination by Company Without Cause. Where At any time during the term of this Agreement the Company terminates Executive’s employment shall have the right to terminate this Agreement and to discharge the Employee without Cause effective upon delivery of written notice to the Employee. Upon any such termination by the Company without Cause, the Company shall pay to the Employee all of the Employee’s accrued but unpaid Salary and Executive’s employment is not terminated due to death or Disability (as defined below)vacation pay through the date of termination, Executive will be eligible to receiveand thereafter, the Company: (i) continued payment of Base shall continue to pay to the Employee his Salary payable in accordance with Section 2(a) for twelve six (126) months from the date of termination, when and as the same would have been due and payable hereunder but for such termination, (“Severance Period”ii) according to shall continue Employee’s health benefits under the Company’s normal payroll practicesthen health insurance program(s) for six months from the date of termination (or until Employee’s death or the date on which Employee becomes covered by the health plan of a subsequent employer, less applicable withholdings to the extent that either of these events occurs earlier). Additionally, if Employee is terminated without Cause, all stock options and any remuneration paid restricted stock grants previously granted to Executive during each applicable Company payroll period because him will immediately vest (to the extent not then already vested), and all such stock options shall remain exercisable for the lesser of Executivethe unexpired term of such options or six months from the date of Employee’s employment or self-employment during such period (termination. All payments made to the Employee pursuant to this Section 3(c) are collectively, referred to herein as the “Severance Payments”); and (ii) if Executive qualifies for and timely completes all documentation necessary to continue health insurance coverage pursuant to Payment.” Other than the Consolidated Omnibus Budget Reconciliation Act (“COBRA”)Severance Payment, the Company will pay shall have no further obligation to the insurance carriers as and when due Employee except for the applicable COBRA premium for Executive and Executive’s dependents for up to obligations set forth in Section 12 of this Agreement after the Severance Perioddate of such termination; provided, however, that the Company’s obligation Employee shall only be entitled to pay the COBRA Premium shall cease immediately if: (x) the Company determines that it cannot pay the COBRA Premium on behalf of Executive without violating applicable law (including, without limitation, Section 2716 continuation of the Public Health Services Act)Severance Payments as long as he is in compliance with the provisions of Sections 6 and 7 of this Agreement. Additionally, (y) Executive or Executive’s eligible dependents cease to be eligible or COBRA coverage, or (z) Executive obtains subsequent employment through which Executive is eligible to obtain substantially equivalent or better health insurance (“Severance Benefits”). Executive shall immediately provide written notice to the Company’s Board when Executive becomes eligible for such health insurance. Executive acknowledges that nothing in this Section 4(b) shall prohibit the Company from changing, withdrawing, or in any way modifying its group health plans, and nothing herein Employee shall be construed entitled to receive each month for six-months following the termination of the Employment Period Employee’s monthly portion of the Salary, so long as a guarantee Employee is in compliance with Sections 6 and 7 of the Agreement and so long as Employee has not been terminated for “Cause,” in which case the restrictive covenant shall apply notwithstanding the payment of any particular claim submitted by Executive or qualified beneficiaries to such plans. The COBRA Premium paid by the Company shall be treated as taxable compensation to Executive, with applicable withholdings taken from the Severance Payments, if and to the extent necessary to limit or fix any violation of Section 105(h) of the Internal Revenue Code of 1986, as amended, and applicable guidance promulgated thereunder (the “Code”). Executive’s eligibility to receive the severance set forth in this Section 4(b) is conditioned on Executive having first signed a release agreement in the form attached as Exhibit A and the release becoming irrevocable by its terms within fifty five (55) calendar days following the date of Executive’s termination of employment (or, if applicable, the date of Executive’s Separation from Service, as such term is defined in Section 4(i)). All other obligations of the Company under this Agreement shall ceaseseverance.

Termination by Company Without Cause. Where (i) The Company may terminate Executive without Cause immediately by giving Executive written notice of such termination. Subject to the Company terminates Executive’s employment without Causeconditions set forth in Section 5(c)(ii), and if Executive’s employment is not terminated due by the Company without Cause, in addition to death or Disability (as defined below)the Accrued Obligations, Executive will shall be eligible entitled to receive: (i) continued payment of Base Salary base salary for twelve nine (129) months following date of such termination (the “Severance Period”) according paid pursuant to the Company’s 's normal payroll practices, less applicable withholdings and any remuneration paid to Executive during each applicable Company payroll period because of Executive’s employment or self-employment during such period (“Severance Payments”); and (ii) if Executive qualifies for and and/or Executive’s covered dependents timely completes all documentation necessary elect(s) to continue receive health insurance care continuation coverage pursuant to COBRA, the Consolidated Omnibus Budget Reconciliation Act total monthly cost of coverage for Executive (“COBRA”)and such covered dependents) during the Severance Period, provided, for the avoidance of doubt, that such covered dependents participated in the Company’s health plans prior to such termination, and provided, further, that if at any time the Company determines that its payment of Executive’s (or Executive’s eligible dependents’) premiums would result in a violation of law, then in lieu of providing the premiums described above, the Company will instead pay Executive a fully taxable monthly cash payment in an amount equal to the insurance carriers as and when due applicable premiums for such month, with such monthly payment being made on the applicable COBRA premium last day of each month for Executive and Executive’s dependents for up to the remainder of the Severance Period; howeverPeriod (together, that the Company’s obligation to pay the COBRA Premium shall cease immediately if: (x) the Company determines that it cannot pay the COBRA Premium on behalf of Executive without violating applicable law (including, without limitation, Section 2716 of the Public Health Services Act), (y) Executive or Executive’s eligible dependents cease to be eligible or COBRA coverage, or (z) Executive obtains subsequent employment through which Executive is eligible to obtain substantially equivalent or better health insurance (“Severance BenefitsNon-CIC Termination Compensation”). Executive shall immediately provide written notice to Notwithstanding the Companyforegoing, if Executive’s Board when Executive becomes eligible for such health insurance. Executive acknowledges that nothing in this Section 4(b) shall prohibit the Company from changing, withdrawing, or in any way modifying its group health plans, and nothing herein shall be construed as a guarantee of payment of any particular claim submitted by Executive or qualified beneficiaries to such plans. The COBRA Premium paid employment is terminated by the Company without Cause or by Executive for Good Reason, in each case during the ninety (90) days prior to or twelve (12) month period following a Change in Control, (i) the Executive shall be treated receive the Non-CIC Termination Compensation as taxable compensation to Executive, with applicable withholdings taken from described above except that the Severance PaymentsPeriod shall equal twelve (12) months in lieu of nine (9) months, if (ii) Executive shall receive a lump-sum payment of Executive’s target annual bonus and to (iii) Executive shall become fully vested in the extent necessary to limit or fix any violation of Section 105(h) of the Internal Revenue Code of 1986Option Grant (together, as amended, and applicable guidance promulgated thereunder (the “CodeCIC Termination Compensation”). Executive’s eligibility The Non-CIC Termination Compensation and the CIC Termination Compensation shall, as applicable and in each case, be subject to receive the severance terms, conditions and restrictions set forth in this Section 4(b) is conditioned on Executive having first signed a release agreement in the form attached as Exhibit A and the release becoming irrevocable by its terms within fifty five (55) calendar days following the date of Executive’s termination of employment (or, if applicable, the date of Executive’s Separation from Service, as such term is defined below in Section 4(i5(c)(ii)). All other obligations of the Company under this Agreement shall cease.

Termination by Company Without Cause. Where At any time during the Term, the Company shall have the right to terminate this Agreement and to discharge the Executive without Cause effective upon delivery of written notice to the Executive. If the Company terminates Executive’s employment the Executive without “Cause” for any or no reason, and Executive’s employment is not terminated due to death or Disability then the Company agrees that for a period of six (as defined below), Executive will be eligible to receive: (i) continued payment of Base Salary for twelve (126) months from the date of notice of termination (the “Severance Period”), it will pay as severance (i) according to the Company’s normal payroll practices, less applicable withholdings and any remuneration paid to Executive during each applicable Company payroll period because of Executive’s employment or self-employment during Base Salary in accordance with Section 3(a) at such period times as the normally recurring payroll payments (“Severance Payments”); and (ii) if Executive qualifies 100% of the COBRA premiums for the Executive’s and timely completes all documentation necessary to continue Executive’s family health insurance coverage pursuant to benefits, as permitted by COBRA and under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the policy provisions as they then may apply. The Company also agrees that it will pay to the insurance carriers as and when due Executive at the applicable COBRA premium for Executive and Executive’s dependents for up to the Severance Period; however, next such time that the Company’s obligation to pay the COBRA Premium shall cease immediately if: (x) the Company determines that it cannot pay the COBRA Premium on behalf of Executive without violating applicable law (including, without limitation, Section 2716 of the Public Health Services Act), (y) Executive or Executive’s eligible dependents cease to be eligible or COBRA coverage, or (z) Executive obtains subsequent employment through which Executive is eligible to obtain substantially equivalent or better health insurance (“Severance Benefits”). Executive shall immediately provide written notice to the Company’s Board when Executive becomes eligible for such health insurance. Executive acknowledges that nothing in this Section 4(b) shall prohibit the Company from changing, withdrawing, or in any way modifying its group health plans, and nothing herein shall be construed as a guarantee of payment of any particular claim submitted by Executive or qualified beneficiaries to such plans. The COBRA Premium annual bonuses are paid by the Company to employees generally, the pro rata portion of any bonus that would be due for the year in which the termination occurs up to the date of written notice of termination (such pro rata bonus amounts together with the amount of any payments due after a termination without Cause for COBRA premiums, collectively the “Benefit Consideration”). The pro rata portion of any such bonus that would be due and payable for the year in which termination occurs shall be treated calculated by annualizing any financial metrics of the Company (e.g., revenue, adjusted EBITDA, or net income) that may be specified as taxable compensation Company performance metrics in the MIP up to the most recent full month prior to the written notice of termination and comparing such annualized figures to the performance thresholds for the Executive outlined in the MIP that was in effect for such year at the time the written notice of termination was delivered to the Executive. Executive understands and acknowledges that he would not have any obligation or authority to represent the Company in any way during the Severance Period. Executive further agrees that in the event that he obtains employment during the Severance Period, with applicable withholdings taken from he will promptly notify the Company. Provided that such employment does not violate the terms of the Confidentiality, Non-Solicitation and Non-Competition Agreement, the Severance Payments will continue to be paid. Other than the Severance Payments, if and the Benefit Consideration which is conditioned as described above, the Company shall have no further obligation to the extent necessary to limit or fix any violation of Section 105(h) of the Internal Revenue Code of 1986, as amended, and applicable guidance promulgated thereunder (the “Code”). Executive’s eligibility to receive the severance set forth in this Section 4(b) is conditioned on Executive having first signed a release agreement in the form attached as Exhibit A and the release becoming irrevocable by its terms within fifty five (55) calendar days following after the date of Executive’s termination. The Executive acknowledges and agrees that any and all Severance Payments to which he may be entitled under this Section 5(b) following a termination without Cause are conditioned upon and subject to his execution of employment (ora general waiver and release, if applicable, the date of Executive’s Separation from Service, in such reasonable form as such term is defined in Section 4(i)). All other obligations of counsel for the Company under this Agreement shall ceasedetermine, of all claims the Executive has or may have against the Company.

Termination by Company Without Cause. Where The Company may terminate the Company terminates ExecutiveEmployee’s employment at any time without cause (a “Termination Without Cause”). In the event of a Termination Without Cause, and Executivethe Employee shall continue to receive the Employee’s employment is not terminated due to death or Disability base salary (as defined below), Executive will be eligible to receive: (ithen in effect) continued payment of Base Salary for during the twelve (12) months month period immediately following the effective date of the Termination Without Cause (the “Severance Period”) according ). In addition to the Companyseverance pay described in the preceding sentence, the Employee shall continue, during the Severance Period, to receive all employee health and welfare benefits to which Employee was entitled immediately prior to the Termination Without Cause. Employee agrees and acknowledges, however, that Employee will forfeit the right to receive base salary and benefits during the Severance Period immediately upon the Employee’s normal payroll practicesbreach of any covenant set forth in Section 6 of this Agreement. The Employee’s right to receive any severance payments pursuant to this Section 5(c) is conditioned upon the Employee signing a general release in form and substance satisfactory to the Company under which the Employee releases the Company and its affiliates, less applicable withholdings together with their respective officers, directors, shareholders, employees, agents and successors and assigns, from any remuneration paid and all claims Employee may have against them as of the date of such release (whether known or unknown), other than claims arising out of (A) this Agreement, (B) the agreements relating to Executive during each applicable the equity awards granted to Employee or (C) the Amended and Restated Director and Officer Indemnification Agreement between the Company payroll period because and Employee dated September 30, 2015 (the “Indemnification Agreement”). In addition, upon a Termination Without Cause, the vesting of Executiveany equity award that is not completely vested as of the effective date of such termination shall immediately be accelerated so that such award becomes vested for that number of shares as to which it would be vested if Employee’s employment were to continue for 12 months following the effective date of such termination. In addition, the period of time during which Employee shall be entitled to exercise any equity award that is an option shall be extended to the earlier of (i) the second anniversary of such effective date or self-employment during such period (“Severance Payments”); and (ii) if Executive qualifies for the date on which such option would otherwise expire and timely completes all documentation necessary terminate in accordance with the terms of such option (without giving effect to continue health insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will pay to the insurance carriers as and when due the applicable COBRA premium for Executive and Executive’s dependents for up to the Severance Period; however, any expiration or termination that the Company’s obligation to pay the COBRA Premium shall cease immediately if: (x) the Company determines that it cannot pay the COBRA Premium on behalf of Executive without violating applicable law (including, without limitation, Section 2716 of the Public Health Services Act), (y) Executive or Executive’s eligible dependents cease to be eligible or COBRA coverage, or (z) Executive obtains subsequent employment through which Executive is eligible to obtain substantially equivalent or better health insurance (“Severance Benefits”). Executive shall immediately provide written notice to the Company’s Board when Executive becomes eligible for such health insurance. Executive acknowledges that nothing in this Section 4(b) shall prohibit the Company from changing, withdrawing, or in any way modifying its group health plans, and nothing herein shall be construed as a guarantee of payment of any particular claim submitted by Executive or qualified beneficiaries to such plans. The COBRA Premium paid by the Company shall be treated as taxable compensation to Executive, with applicable withholdings taken from the Severance Payments, if and to the extent necessary to limit or fix any violation of Section 105(h) of the Internal Revenue Code of 1986, as amended, and applicable guidance promulgated thereunder (the “Code”). Executive’s eligibility to receive the severance set forth in this Section 4(b) is conditioned on Executive having first signed a release agreement in the form attached as Exhibit A and the release becoming irrevocable by its terms within fifty five (55) calendar days following based upon the date of Executive’s any termination of employment (or, if applicable, the date of Executive’s Separation from Service, as such term is defined in Section 4(iemployment)). All other obligations of the Company under this Agreement shall cease.

Termination by Company Without Cause. Where Company may in its sole discretion terminate this Agreement at any time without cause. If Company does so, following Employee’s execution of a legal release in a form satisfactory to Company in its sole discretion and drafted so as to ensure a final, complete and enforceable release of all claims that Employee has or may have against Company relating to or arising in any way from Employee’s employment with Company and/or the termination thereof, and complete and continuing confidentiality of Company’s proprietary information and trade secrets, the circumstances of Employee’s separation from Company, and compensation received by Employee in connection with that separation, Company shall pay Employee severance compensation equal to four months of Employee’s base salary under paragraph 2(a), above, payable in four equal monthly installments, less customary or legally required withholdings, on the first business day of each month, beginning in the month following the termination date. If Company terminates Executivethis Agreement at any time without cause under this subparagraph, pays Employee all salary and vacation compensation earned and unpaid as of the termination date, and offers to pay Employee severance compensation in the amount and on the terms specified above, Company’s acts in doing so shall be in complete accord and satisfaction of any claim that Employee has or may at any time have for compensation or payments of any kind from Company arising from or relating in whole or part to Employee’s employment without Cause, and Executivewith Company and/or this Agreement. Employee’s employment is not terminated due right to death or Disability severance pay under this subparagraph shall also be triggered by a Change of Control (as defined below), Executive will be eligible to receive: if such Change of Control immediately results in Employee’s loss of employment. “Change in Control” means (i) continued payment of Base Salary for twelve (12the acquisition, directly or indirectly, by any “person” as this term is used in Sections 13(d) months (“Severance Period”) according to the Company’s normal payroll practices, less applicable withholdings and any remuneration paid to Executive during each applicable Company payroll period because of Executive’s employment or self-employment during such period (“Severance Payments”); and (ii) if Executive qualifies for and timely completes all documentation necessary to continue health insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will pay to the insurance carriers as and when due the applicable COBRA premium for Executive and Executive’s dependents for up to the Severance Period; however, that the Company’s obligation to pay the COBRA Premium shall cease immediately if: (x) the Company determines that it cannot pay the COBRA Premium on behalf of Executive without violating applicable law (including, without limitation, Section 2716 of the Public Health Services Act), (y) Executive or Executive’s eligible dependents cease to be eligible or COBRA coverage, or (z) Executive obtains subsequent employment through which Executive is eligible to obtain substantially equivalent or better health insurance (“Severance Benefits”). Executive shall immediately provide written notice to the Company’s Board when Executive becomes eligible for such health insurance. Executive acknowledges that nothing in this Section 4(b) shall prohibit the Company from changing, withdrawing, or in any way modifying its group health plans, and nothing herein shall be construed as a guarantee of payment of any particular claim submitted by Executive or qualified beneficiaries to such plans. The COBRA Premium paid by the Company shall be treated as taxable compensation to Executive, with applicable withholdings taken from the Severance Payments, if and to the extent necessary to limit or fix any violation of Section 105(h14(d) of the Internal Revenue Code Securities Exchange Act of 19861934, as amended, within any twelve month period of Company’s securities representing an aggregate of more than 50% of the acquired entity’s combined voting power of then outstanding securities; or (ii) consummation of a merger, consolidation or other business combination of Company with any other “person” as this term is used in Sections 13(d) and applicable guidance promulgated thereunder (14(d) of the “Code”). Executive’s eligibility to receive the severance set forth in this Section 4(b) is conditioned on Executive having first signed a release agreement in the form attached Securities Exchange Act of 1934, as Exhibit A and the release becoming irrevocable by its terms within fifty five (55) calendar days following the date of Executive’s termination of employment (oramended, if applicableCompany is not the surviving entity after such consummation, or a plan of complete liquidation of Company or an agreement for the date sale or disposition by Company of Executive’s Separation from Service, as such term is defined in Section 4(i)). All other obligations all or substantially all of the Company under this Agreement shall ceaseits assets.

Termination by Company Without Cause. Where Upon written notice, the Company terminates may terminate the Executive’s employment hereunder without Cause. Upon the termination by the Company of the Executive’s employment without Cause, Cause the Executive shall be entitled to his Accrued Benefits and Executive’s employment is not terminated due to death or Disability (as defined below), Executive will be eligible to receive: (i) continued payment continuation of his Base Salary for a period of twelve (12) months from the effective date of such termination (the “Severance Period”) according to payable in accordance with the Company’s normal payroll practices, less applicable withholdings and any remuneration paid to Executive during each applicable Company payroll period because of Executive’s employment or self-employment during such period schedule (“Severance PaymentsSalary Continuation”); ) and (ii) if Executive qualifies for and timely completes all documentation necessary to continue health insurance coverage pursuant continued vesting of shares subject to the Consolidated Omnibus Budget Reconciliation Act Options on the same basis as if the Executive were employed by the Company during such Severance Period (such continued vesting, together with the Salary Continuation, the “COBRASeverance Pay”), . The Executive shall have no duty to mitigate his damages or seek employment during the Severance Period and any earnings by the Executive during the Severance Period shall not reduce the Severance Pay or affect the obligations of the Company will pay to the insurance carriers as and when due the applicable COBRA premium for Executive and Executive’s dependents for up with respect to the Severance Period; however, that Pay. Notwithstanding anything in this Employment Agreement or the Company’s obligation to pay the COBRA Premium shall cease immediately if: Stock Option Certificate and Agreement (xattached hereto as Exhibit A) the Company determines that it cannot pay the COBRA Premium on behalf of Executive without violating applicable law (including, without limitation, Section 2716 of the Public Health Services Act), (y) Executive or Executive’s eligible dependents cease to be eligible or COBRA coverage, or (z) Executive obtains subsequent employment through which Executive is eligible to obtain substantially equivalent or better health insurance (“Severance Benefits”). Executive shall immediately provide written notice to the Company’s Board when Executive becomes eligible for such health insurance. Executive acknowledges that nothing in this Section 4(b) shall prohibit the Company from changingcontrary, withdrawing, or in any way modifying its group health plans, and nothing herein shall be construed as a guarantee of payment of any particular claim submitted by Executive or qualified beneficiaries to such plans. The COBRA Premium paid by the Company shall be treated as taxable compensation to Executive, with applicable withholdings taken from the Severance Payments, if and to the extent necessary to limit or fix any violation of required by Section 105(h409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended, and applicable guidance promulgated thereunder (the “Code”) and the regulations and guidance issued thereunder, if on the date of termination of the Executive’s employment any stock of the Company is publicly traded on an established securities market or otherwise and the Executive meets the definition of “specified employee” under Section 409A(a)(2)(B)(i) of the Code, the Severance Pay shall not commence before the date which is six (6) months after the date of the Executive’s separation from service (or, if earlier, the date of the Executive’s death); provided, that any Severance Pay the Executive would have otherwise received but for the six (6) month delay in the commencement of payment shall be paid (or in the case of Options, shall vest) in a single lump sum on the date the payment would not violate Section 409A(a)(2)(B)(i), and the remaining Severance Pay, if any, shall be in accordance with this Section 5(d). Executive’s eligibility The Executive shall not be entitled to receive the severance set forth in any amounts to be provided under this Section 4(b) is conditioned on Executive having first signed other than his accrued but unpaid Base Salary through the effective date of termination of his employment and his unpaid Accrued Benefits unless the Employee executes and delivers to the Company a release agreement in the form attached hereto as Exhibit A B. The parties hereto acknowledge that the additional payments of benefits to be provided under this Section are to be provided at least in part in consideration for the above-specified release and the release becoming irrevocable by its terms within fifty five (55) calendar days following the date of Executive’s termination of employment (or, if applicable, the date of Executive’s Separation from Service, as such term is defined restrictions set forth in Section 4(i)). All other obligations 5(h) of this Agreement and that the Severance Pay shall immediately cease upon violation by the Executive of any of the Company under this Agreement shall ceaserestrictions referred to in Section 5(h).

Termination by Company Without Cause. Where (i) Company may in its sole discretion terminate this Agreement at any time without Cause. If Company does so during the Company terminates Term, subject to Executive’s employment without Causeexecution and delivery to the Company, and no later than the 60th day following the date on which Executive’s employment is not terminated due terminated, of (A) an irrevocable legal release in a form substantially similar to death Exhibit B, so as to ensure a final, complete and enforceable release of all claims that Executive has or Disability may have against Company relating to or arising in any way from Executive’s employment with Company and/or the termination thereof, (as defined below), Executive will be eligible to receive: (iB) continued payment of Base Salary for twelve (12) months (“Severance Period”) according to the Company’s normal payroll practices, less applicable withholdings and any remuneration paid to Executive during each applicable Company payroll period because an acknowledgement of Executive’s employment or self-employment during such period (“Severance Payments”); continuing obligations under the Confidentiality Agreement, and (iiC) if an agreement, in a form reasonably satisfactory to Company, to treat as Confidential Information of Company the circumstances of Executive’s separation from Company and compensation received by Executive qualifies for and timely completes all documentation necessary to continue health insurance coverage pursuant to in connection with that separation (the Consolidated Omnibus Budget Reconciliation Act (“COBRARelease”), Company shall pay Executive severance compensation equal to 12 months of Executive’s most recent base salary contemplated under Section 2(a); provided, however, if Executive’s termination by the Company will pay to without Cause occurs within the insurance carriers 12-month period commencing on the date a Change of Control is consummated, as and when due set forth in Section 10(g), the applicable COBRA premium for Executive and severance compensation shall equal 12 months of Executive’s dependents for up to the Severance Period; however, that the Company’s obligation to pay the COBRA Premium shall cease immediately if: (x) the Company determines that it cannot pay the COBRA Premium on behalf of Executive without violating applicable law (including, without limitation, most recent base salary contemplated under Section 2716 of the Public Health Services Act2(a), plus the maximum Performance Bonus that may be earned by Executive for such fiscal year (y) Executive or Executive’s eligible dependents cease to be eligible or COBRA coverage, or (z) Executive obtains subsequent employment through which Executive is eligible to obtain substantially equivalent or better health insurance (the “Change of Control Severance BenefitsPayment”). If Executive fails to timely deliver to the Company the Release, Executive shall immediately provide written notice forfeit and shall have no right to the Company’s Board when Executive becomes eligible for such health insurance. Executive acknowledges that nothing in this Section 4(b) shall prohibit the Company from changing, withdrawing, or in any way modifying its group health plansreceive, and nothing herein shall be construed as a guarantee of payment of any particular claim submitted by Executive or qualified beneficiaries to such plans. The COBRA Premium paid by the Company shall be treated as taxable compensation have no obligation to Executivepay, with applicable withholdings taken from the Severance Payments, if and to the extent necessary to limit or fix any violation of Section 105(h) of the Internal Revenue Code of 1986, as amended, and applicable guidance promulgated thereunder (the “Code”). Executive’s eligibility to receive the severance set forth in compensation provided under this Section 4(b) is conditioned on Executive having first signed a release agreement in the form attached as Exhibit A and the release becoming irrevocable by its terms within fifty five (55) calendar days following the date of Executive’s termination of employment (or, if applicable, the date of Executive’s Separation from Service, as such term is defined in Section 4(i10(f)). All other obligations of the Company under this Agreement shall cease.

Termination by Company Without Cause. Where the Company terminates Executive’s employment The Employer may terminate this Agreement without Cause, and Executive’s employment is not terminated due to death or Disability Cause (as defined below)in section 3.5) at any time by providing the Employee with one (1) month’s written notice during the first year of employment and with one (1) month’s written notice for each complete year of employment by Employee with the Employer, Executive will be eligible up to receive: (i) continued payment a maximum of Base Salary for twelve (12) months months’ notice, (the “Severance Employer Notice Period”). During the Employer Notice Period, the Employee shall continue to perform the duties hereunder and the Employer shall continue to pay the Base Salary to Employee. Notwithstanding the foregoing, if the Employer provides the Employee with written notice of termination pursuant to this section 3.3, the Employer will have the option of requiring Employee to immediately vacate the Company Group’s premises and cease performing the duties hereunder. If the Employer so elects this option, then the Employer will be obligated to continue to pay the Base Salary to Employee for the duration of the Employer Notice Period. If this Agreement is terminated by the Employer without Cause, then the Employer’s obligation to compensate the Employee shall in all respects cease as of the Termination Date, except that: (a) according the Employer shall pay to the Company’s normal payroll practices, less applicable withholdings and any remuneration paid to Executive during each applicable Company payroll period because of Executive’s employment or self-employment during such period Employee the Accrued Obligations within thirty (“Severance Payments”)30) days after the Termination Date; and (iib) if Executive qualifies for provided that Employee signs and does not timely completes all documentation necessary to continue health insurance coverage pursuant to revoke a mutual, confidential general waiver and release of claims against the Consolidated Omnibus Budget Reconciliation Act Company, Employer, the Company Group, and each of their current and future subsidiaries, affiliates, successors, assigns, officers, directors, employees, consultants, agents, members, and shareholders and mutually against the Employee in a form provided by the Employer, which form shall include, among customary terms and conditions, the survival of Employee’s obligations in Article 4 of this Agreement and the survival and reaffirmation of the Employee’s obligations under the Assignment of Invention Agreement following termination of Employee’s employment with the Employer (the “COBRARelease”), within forty-five (45) days of the Company will Termination Date (the “Release Period”), then the Employer shall pay to the insurance carriers as and when due the applicable COBRA premium Employee a lump sum severance payment equal to his then current Base Salary for Executive and Executive’s dependents for up to the Severance Period; however, that the Company’s obligation to pay the COBRA Premium shall cease immediately if: a period of six (x6) the Company determines that it cannot pay the COBRA Premium on behalf of Executive without violating applicable law months within sixty (including, without limitation, Section 2716 60) days of the Public Health Services Act), Termination Date (y) Executive or Executive’s eligible dependents cease to be eligible or COBRA coverage, or (z) Executive obtains subsequent employment through which Executive is eligible to obtain substantially equivalent or better health insurance (the “Severance BenefitsPayment”). Executive The Employee shall immediately provide written notice not be entitled to any Severance Payment as set out in this section 3.3 where sections 3.2, 3.4 or 3.5 of this Agreement apply to the Company’s Board when Executive becomes eligible for such health insurance. Executive acknowledges that nothing in this Section 4(b) shall prohibit the Company from changing, withdrawing, or in any way modifying its group health plans, and nothing herein shall be construed as a guarantee of payment of any particular claim submitted by Executive or qualified beneficiaries to such plans. The COBRA Premium paid by the Company shall be treated as taxable compensation to Executive, with applicable withholdings taken from the Severance Payments, if and to the extent necessary to limit or fix any violation of Section 105(h) of the Internal Revenue Code of 1986, as amended, and applicable guidance promulgated thereunder (the “Code”). Executive’s eligibility to receive the severance set forth in this Section 4(b) is conditioned on Executive having first signed a release agreement in the form attached as Exhibit A and the release becoming irrevocable by its terms within fifty five (55) calendar days following the date of ExecutiveEmployee’s termination of employment (or, if applicable, the date of Executive’s Separation from Service, as such term is defined in Section 4(i)). All other obligations of the Company under this Agreement shall ceaseemployment.

Termination by Company Without Cause. Where The Company shall retain the right to terminate the Executive without cause or prior written notice, although the Company terminates may give notice pursuant to this paragraph 5(e) in its sole discretion. If the Executive's employment is terminated by the Company without cause pursuant to this paragraph 5(e), the Executive shall continue to receive the Executive’s employment without Causebase salary and bonus, and the Company shall continue medical and dental benefits for the Executive and the Executive’s employment is not terminated due family, by paying the premium for health insurance continuation coverage under COBRA for the Executive and the Executive’s eligible family to death the extent the Executive elects COBRA coverage (or Disability (as defined belowcontinue to contribute the employer portion of the premium normally paid by the Company for its current employees), Executive will for a Severance Period which shall be eligible determined as set forth in the next sentence. The Severance Period shall consist of the lesser of one hundred eighty days from the earlier to receive: occur of the date (i) continued payment notice of Base Salary termination is given pursuant to this paragraph 5(e) or (ii) the date on which employment actually terminates pursuant to this paragraph 5(e). Notwithstanding the foregoing, the Executive shall only become eligible for twelve a Severance Period if the Executive is terminated without cause at any time after Six (126) months from the date the Executive commenced employment under this Agreement. The Executive acknowledges and agrees that the non-compete restrictions set forth in Section 7 of this Employment Agreement will remain in full force and effect for the greater of the Severance Period or the Six (“6) month period subsequent to the Executive’s termination. The sum, if any, payable to the Executive in respect of the Severance Period shall be payable in equal monthly installments on the Fifteenth (15th) day of each month in the Severance Period”. Furthermore, the obligations imposed on Executive with respect to confidentiality, non-disclosure and assignment of rights to inventions or developments in this Agreement or any other agreement executed by the parties shall continue, notwithstanding the termination of the employment relationship between the parties. The salary, bonus (if any) according and health insurance benefits to be provided under this paragraph 5(e) are sometimes hereinafter referred to as "Termination Compensation." The Executive shall not be entitled to any Termination Compensation unless the Executive executes and delivers to the Company after a notice of termination a release in form and substance reasonably satisfactory to the Company by which the Executive releases the Company from any obligations and liabilities of any type whatsoever under this Agreement, except for the Company's obligations with respect to the Termination Compensation, which release shall not affect the Executive’s normal payroll practicesright to indemnification, less applicable withholdings and any remuneration paid to Executive during each applicable Company payroll period because if any, for actions taken within the scope of the Executive’s employment or self-employment during such period (“Severance Payments”); and (ii) if Executive qualifies for and timely completes all documentation necessary to continue health insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will pay to the insurance carriers as and when due the applicable COBRA premium for Executive and Executive’s dependents for up to rights in respect of the Severance Period; howeverExecutive’s vested stock options, if any. The parties hereto acknowledge that the Company’s obligation to pay the COBRA Premium shall cease immediately if: (x) the Company determines that it cannot pay the COBRA Premium on behalf of Executive without violating applicable law (including, without limitation, Section 2716 of the Public Health Services Act), (y) Executive or Executive’s eligible dependents cease Termination Compensation to be eligible provided under this paragraph 5(e) is to be provided in consideration for the above-specified release. The Executive will not be entitled to and shall not receive any other compensation or COBRA coverage, or (z) Executive obtains subsequent employment through which Executive is eligible to obtain substantially equivalent or better health insurance (“Severance Benefits”). Executive shall immediately provide written notice to the Company’s Board when Executive becomes eligible for such health insurance. Executive acknowledges that nothing in this Section 4(b) shall prohibit the Company from changing, withdrawing, or in any way modifying its group health plans, and nothing herein shall be construed as a guarantee of payment benefits of any particular claim submitted by Executive or qualified beneficiaries to such plans. The COBRA Premium paid by the Company shall be treated as taxable compensation to Executive, with applicable withholdings taken from the Severance Payments, if and to the extent necessary to limit or fix any violation of Section 105(h) of the Internal Revenue Code of 1986, as amended, and applicable guidance promulgated thereunder (the “Code”). Executive’s eligibility to receive the severance set forth in this Section 4(b) is conditioned on Executive having first signed a release agreement in the form attached as Exhibit A and the release becoming irrevocable by its terms within fifty five (55) calendar days type following the effective date of Executive’s termination of employment (ortermination, if applicable, the date of Executive’s Separation from Service, except such benefits as such term is defined in Section 4(i)). All other obligations of the Company may be required to be extended under this Agreement shall ceaseapplicable state or Federal law.

Termination by Company Without Cause. Where At any time during the Term, the Company shall have the right to terminate this Agreement and to discharge the Executive without Cause effective upon delivery of sixty (60) days written notice to the Executive. If the Company terminates the Executive without “Cause” for any reason, as long as the Executive executes a general waiver and release of all claims which the Executive may have against the Company which form of the general waiver and release will be determined in the sole discretion of the Company, then the Company agrees that, as severance, it will continue to pay the Executive’s employment without Cause, and Executive’s employment is not terminated due to death or Disability (as defined below), Executive will be eligible to receive: (i) continued payment of Base Salary in accordance with Section 3(a) above (the “Severance Payments”) for twelve (12) months (“Severance Period”) according from the date of the separation in the notice of termination. In addition, Executive will be entitled to receive the Target Bonus Executive Employee Initials would have been eligible to receive for the fiscal year, prorated based on the date of separation in the notice of termination, and payable in accordance with the Company’s normal payroll practices, less applicable withholdings regular payment schedule and any remuneration paid to procedures for such Target Bonus (the “Prorated Target Bonus”). Executive during each applicable Company payroll period because of Executive’s employment or self-further agrees that in the event that Executive obtains employment during any period where Severance Payments are being made, Executive will promptly notify the Company of the nature of his new employment. Provided that such period (“employment does not violate the terms of the Confidentiality, Non- Solicitation and Non-Compete Agreement, such Severance Payments”); Payments will continue to be paid. Other than the Severance Payments and (ii) if Executive qualifies for and timely completes all documentation necessary to continue health insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”)Prorated Target Bonus, the Company will pay shall have no further obligation to the insurance carriers as and when due Executive after the applicable COBRA premium for Executive and Executive’s dependents for up to the Severance Perioddate of such termination; provided, however, that the Company’s obligation Executive shall only be entitled to pay the COBRA Premium shall cease immediately if: (x) the Company determines that it cannot pay the COBRA Premium on behalf of Executive without violating applicable law (including, without limitation, Section 2716 continuation of the Public Health Services Act), (y) Executive or Executive’s eligible dependents cease to be eligible or COBRA coverage, or (z) Executive obtains subsequent employment through which Severance Payments as long as Executive is eligible to obtain substantially equivalent or better health insurance (“Severance Benefits”)in compliance with the provisions of the Confidentiality, Non-Solicitation & Non-Compete Agreement, which is part of this Agreement. Executive If termination without Cause shall immediately provide written notice to occur at any time, then the Company’s Board when Executive becomes eligible for such health insurance. Executive acknowledges that nothing in this Section 4(b) shall prohibit the Company from changing, withdrawing, or in any way modifying its group health plans, and nothing herein shall be construed as a guarantee of payment pro rata portion of any particular claim submitted by Executive unvested time-based equity or qualified beneficiaries to performance-based equity (assuming that the target threshold associated with such plans. The COBRA Premium paid by performance-based equity has been met) up until the Company shall be treated as taxable compensation to Executive, with applicable withholdings taken from the Severance Payments, if and to the extent necessary to limit or fix any violation date of Section 105(h) of the Internal Revenue Code of 1986, as amended, and applicable guidance promulgated thereunder (the “Code”). Executive’s eligibility to receive the severance set forth in this Section 4(b) is conditioned on Executive having first signed a release agreement separation in the form attached as Exhibit A and notice of termination that are due to vest in the release becoming irrevocable by its terms within fifty five twelve (5512) calendar days month period following the date of Executive’s termination of employment (orseparation shall vest, if applicable, and any remaining unvested time-based or performance based equity shall vest only at the date of Executive’s Separation from Service, as such term is defined in Section 4(i)). All other obligations discretion of the Company under this Agreement shall ceaseCompensation Committee in accordance with the terms of the Company’s Plan.

Termination by Company Without Cause. Where The Company shall retain the right to terminate the Executive without cause or prior written notice, although the Company terminates may give notice pursuant to this paragraph 5(f) in its sole discretion. If the Executive's employment is terminated by the Company without cause pursuant to this paragraph 5(f), the Executive shall continue to receive the Executive’s employment without Causebase salary and bonus, and the Company shall continue medical and dental benefits for the Executive and the Executive’s employment is not terminated due eligible family, by paying the premium for health insurance continuation coverage under COBRA for the Executive and the Executive’s eligible family to death the extent the Executive elects COBRA coverage (or Disability (as defined belowby continuing to contribute the employer portion of the premium normally paid by the Company for its current employees), Executive will for a Severance Period which shall be eligible determined as set forth in the next sentence. The Severance Period shall consist of the lesser of one hundred and eighty (180) days from the earlier to receiveoccur of the date: (i) continued payment notice of Base Salary termination is given pursuant to this paragraph 5(f); or (ii) the date on which employment actually terminates pursuant to this paragraph 5(f). The Executive acknowledges and agrees that the non-compete restrictions set forth in Section 7 of this Employment Agreement will remain in full force and effect for twelve the greater of the Severance Period or the six (126) months month period subsequent to the Executive’s termination. The sum, if any, payable to the Executive in respect of the Severance Period shall be payable in equal monthly installments on the fifteenth (“15th) day of each month in the Severance Period”. Furthermore, the obligations imposed on Executive with respect to confidentiality, non-disclosure and assignment of rights to inventions or developments in this Agreement or any other agreement executed by the parties shall continue, notwithstanding the termination of the employment relationship between the parties. The salary, bonus (if any) according and health insurance benefits to be provided under this paragraph 5(f) are sometimes hereinafter referred to as "Termination Compensation." The Executive shall not be entitled to any Termination Compensation unless the Executive executes and delivers to the Company after a notice of termination a general release in form and substance reasonably satisfactory to the Company by which the Executive releases the Company from any obligations and liabilities of any type whatsoever including those under this Agreement, except for the Company's obligations with respect to the Termination Compensation, which general release shall not affect the Executive’s normal payroll practicesright to indemnification, less applicable withholdings and any remuneration paid to Executive during each applicable Company payroll period because if any, for actions taken within the scope of the Executive’s employment or self-employment during such period (“Severance Payments”); and (ii) if Executive qualifies for and timely completes all documentation necessary to continue health insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will pay to the insurance carriers as and when due the applicable COBRA premium for Executive and Executive’s dependents for up to rights in respect of the Severance Period; howeverExecutive’s vested stock options, if any. The parties hereto acknowledge that the Company’s obligation to pay the COBRA Premium shall cease immediately if: (x) the Company determines that it cannot pay the COBRA Premium on behalf of Executive without violating applicable law (including, without limitation, Section 2716 of the Public Health Services Act), (y) Executive or Executive’s eligible dependents cease Termination Compensation to be eligible provided under this paragraph 5(f) is to be provided in consideration for the general release. The Executive will not be entitled to and shall not receive any other compensation or COBRA coverage, or (z) Executive obtains subsequent employment through which Executive is eligible to obtain substantially equivalent or better health insurance (“Severance Benefits”). Executive shall immediately provide written notice to the Company’s Board when Executive becomes eligible for such health insurance. Executive acknowledges that nothing in this Section 4(b) shall prohibit the Company from changing, withdrawing, or in any way modifying its group health plans, and nothing herein shall be construed as a guarantee of payment benefits of any particular claim submitted by Executive or qualified beneficiaries to such plans. The COBRA Premium paid by the Company shall be treated as taxable compensation to Executive, with applicable withholdings taken from the Severance Payments, if and to the extent necessary to limit or fix any violation of Section 105(h) of the Internal Revenue Code of 1986, as amended, and applicable guidance promulgated thereunder (the “Code”). Executive’s eligibility to receive the severance set forth in this Section 4(b) is conditioned on Executive having first signed a release agreement in the form attached as Exhibit A and the release becoming irrevocable by its terms within fifty five (55) calendar days type following the effective date of Executive’s termination of employment (ortermination, if applicable, the date of Executive’s Separation from Service, except such benefits as such term is defined in Section 4(i)). All other obligations of the Company may be required to be extended under this Agreement shall ceaseapplicable state or Federal law.

Termination by Company Without Cause. Where The Company shall have the right, in addition to its rights set forth below in paragraph 5.5, to terminate this Agreement during its term, for any reason, upon 30 days' written notice to Executive. Company terminates Executive’s may, in its sole discretion, require Executive to cease active employment without Causeimmediately. In the event of such a termination, Company shall have only the following obligations: Pay Executive his earned but unpaid base salary, and all deferred compensation as provided in paragraph 5.8. Pay Executive severance in an amount equal to one year of Executive’s employment is 's then current base salary (the "Severance Payment") in the manner provided under Section 5.7 of this Agreement. Pay Executive the Retirement Benefit in the manner provided under Section 5.7 of this Agreement. Pay Executive any annual cash incentive bonus to the extent that the performance goals established at the time of grant are met for the fiscal year during which termination occurred, even though Executive was not terminated due to death or Disability (as defined below), employed for the entire fiscal year. Outstanding stock options held by Executive will be eligible to receive: shall remain exercisable until the earlier of (i) continued payment of Base Salary for twelve (12) months (“Severance Period”) according to the Company’s normal payroll practicesexpiration date set forth in the stock option award agreement, less applicable withholdings and any remuneration paid to Executive during each applicable Company payroll period because of Executive’s employment or self-employment during such period (“Severance Payments”); and (ii) if Executive qualifies (A) for options that are vested as of the termination of Executive's employment, for one year after the termination of employment and timely completes all documentation necessary (B) for options that are not vested as of the termination of Executive's employment, the options shall continue to continue health insurance coverage pursuant vest and shall be exercisable for one year after the vesting date when such options first become exercisable. Restricted stock unit awards that have not been paid by delivery of stock prior to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”)termination of Executive's employment shall continue to vest, without pro-ration, and be paid on the Company will pay same schedule as if Executive's employment had not terminated. Long-term performance restricted stock unit awards that have not been paid by delivery of stock prior to the insurance carriers as and when due the applicable COBRA premium for Executive and termination of Executive’s dependents for up 's employment shall continue to the Severance Period; however, that the Company’s obligation to pay the COBRA Premium shall cease immediately if: (x) the Company determines that it cannot pay the COBRA Premium on behalf of Executive without violating applicable law (includingvest, without limitation, Section 2716 of the Public Health Services Act), (y) Executive or Executive’s eligible dependents cease to be eligible or COBRA coverage, or (z) Executive obtains subsequent employment through which Executive is eligible to obtain substantially equivalent or better health insurance (“Severance Benefits”). Executive shall immediately provide written notice to the Company’s Board when Executive becomes eligible for such health insurance. Executive acknowledges that nothing in this Section 4(b) shall prohibit the Company from changing, withdrawing, or in any way modifying its group health planspro-ration, and nothing herein shall be construed paid on the same schedule as a guarantee if Executive's employment had not terminated by delivery of payment of any particular claim submitted by Executive or qualified beneficiaries to such plans. The COBRA Premium paid by stock in the Company shall be treated as taxable compensation to Executivesame manner upon vesting, with applicable withholdings taken from the Severance Payments, if and to the extent necessary to limit or fix any violation that the performance goals established at the time of Section 105(h) of grant are met, even though Executive was not employed for the Internal Revenue Code of 1986, as amended, and entire applicable guidance promulgated thereunder (performance xxxxxx.Xxx Executive the “Code”). Executive’s eligibility to receive the severance set forth in this Section 4(b) is conditioned on Executive having first signed a release agreement LTI Account in the form attached as Exhibit A and the release becoming irrevocable by its terms within fifty five (55) calendar days following the date manner provided under Section 5.7 of Executive’s termination of employment (or, if applicable, the date of Executive’s Separation from Service, as such term is defined in Section 4(i)). All other obligations of the Company under this Agreement shall ceaseAgreement.

Termination by Company Without Cause. Where the Company terminates Executive’s employment without Cause, and Executive’s employment is not terminated due to death or Disability (as defined below), Executive will be eligible to receive: (i) continued payment of Base Salary for twelve (12eighteen ( 18) months (“Severance Period”) according to the Company’s normal payroll practices, less applicable withholdings and any remuneration paid to Executive during each applicable Company payroll period because of Executive’s employment or self-employment during such period (“Severance Payments”); and (ii) if Executive qualifies for and timely completes all documentation necessary to continue health insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will pay to the insurance carriers as and when due the applicable COBRA premium for Executive and Executive’s dependents for up to the Severance Period; however, that the Company’s obligation to pay the COBRA Premium shall cease immediately if: (x) the Company determines that it cannot pay the COBRA Premium on behalf of Executive without violating applicable law (including, without limitation, Section 2716 of the Public Health Services Act), (y) Executive or Executive’s eligible dependents cease to be eligible or COBRA coverage, or (z) Executive obtains subsequent employment through which Executive is eligible to obtain substantially equivalent or better health insurance (“Severance Benefits”). Executive shall immediately provide written notice to the Company’s Board when Executive becomes eligible for such health insurance. Executive acknowledges that nothing in this Section 4(b) shall prohibit the Company from changing, withdrawing, or in any way modifying its group health plans, and nothing herein shall be construed as a guarantee of payment of any particular claim submitted by Executive or qualified beneficiaries to such plans. The COBRA Premium paid by the Company shall be treated as taxable compensation to Executive, with applicable withholdings taken from the Severance Payments, if and to the extent necessary to limit or fix any violation of Section 105(h) of the Internal Revenue Code of 1986, as amended, and applicable guidance promulgated thereunder (the “Code”). Executive’s eligibility to receive the severance set forth in this Section 4(b) is conditioned on Executive having first signed a release agreement in the form attached as Exhibit A and the release becoming irrevocable by its terms within fifty five (55) calendar days following the date of Executive’s termination of employment (or, if applicable, the date of Executive’s Separation from Service, as such term is defined in Section 4(i)). All other obligations of the Company under this Agreement shall cease.

Termination by Company Without Cause. Where At any time during the term of this Agreement the Company terminates Executive’s employment shall have the right to terminate this Agreement and to discharge the Employee without Cause effective upon delivery of written notice to the Employee. Upon any such termination by the Company without Cause, or upon the Company’s failure to renew this agreement, the Company shall pay to the Employee all of the Employee’s accrued but unpaid Salary and Executive’s employment is not terminated due to death or Disability (as defined below)vacation pay through the date of termination, Executive will be eligible to receiveand thereafter, the Company: (i) continued payment shall continue to pay to the Employee his Salary payable in accordance with Section 2(a) for a period of Base Salary for twelve one (121) months year, (“Severance Period”ii) according to shall continue Employee’s health benefits under the Company’s normal payroll practicesthen health insurance program(s) for a period of one (1) year (or until Employee’s death or the date on which Employee becomes covered by the health plan of a subsequent employer, less applicable withholdings and any remuneration paid to Executive during each applicable Company payroll period because the extent that either of Executive’s employment or self-employment during such period (“Severance Payments”these events occurs earlier); , and (iiiii) upon submission of appropriate documentation, if Executive qualifies for and timely completes all documentation necessary Employee relocates his residence located in Greensboro, N.C. to continue health insurance coverage pursuant to another location located in the Consolidated Omnibus Budget Reconciliation Act (“COBRA”)continental United States, within one year after the date of Employee’s termination, the Company will pay shall reimburse Employee for the full and total cost of transporting all household goods residing at his residence in Greensboro, N.C. to the insurance carriers as and when due the applicable COBRA premium for Executive and Executive’s dependents for up residence located at such new location. All payments made to the Employee pursuant to this Section 2(c) are collectively, referred to herein as the “Severance PeriodPayment.” Other than the Severance Payment, the Company shall have no further obligation to the Employee except for the obligations set forth in Section 14 of this Agreement after the date of such termination; provided, however, that the Company’s obligation Employee shall only be entitled to pay the COBRA Premium shall cease immediately if: (x) the Company determines that it cannot pay the COBRA Premium on behalf of Executive without violating applicable law (including, without limitation, Section 2716 continuation of the Public Health Services Act)Severance Payments as long as he is in compliance with the provisions of Sections 7 and 8 of this Agreement. Additionally, Employee shall be entitled to receive each month for six (y6) Executive months following the termination of the Employment Period Employee’s monthly portion of the Salary, so long as Employee is in compliance with Sections 7 and 8 of the Agreement and so long as Employee has not been terminated for “Cause” or Executive’s eligible dependents cease to be eligible or COBRA coverage, or (z) Executive obtains subsequent voluntarily resigned from employment through which Executive is eligible to obtain substantially equivalent or better health insurance (“Severance Benefits”). Executive shall immediately provide written notice to with the Company’s Board when Executive becomes eligible for such health insurance. Executive acknowledges that nothing , in this Section 4(b) which case the restrictive covenant shall prohibit apply notwithstanding the Company from changing, withdrawing, or in any way modifying its group health plans, and nothing herein shall be construed as a guarantee of payment of any particular claim submitted by Executive or qualified beneficiaries to such plans. The COBRA Premium paid by the Company shall be treated as taxable compensation to Executive, with applicable withholdings taken from the Severance Payments, if and to the extent necessary to limit or fix any violation of Section 105(h) of the Internal Revenue Code of 1986, as amended, and applicable guidance promulgated thereunder (the “Code”). Executive’s eligibility to receive the severance set forth in this Section 4(b) is conditioned on Executive having first signed a release agreement in the form attached as Exhibit A and the release becoming irrevocable by its terms within fifty five (55) calendar days following the date of Executive’s termination of employment (or, if applicable, the date of Executive’s Separation from Service, as such term is defined in Section 4(i)). All other obligations of the Company under this Agreement shall ceaseseverance.

Termination by Company Without Cause. Where At any time during the Term, the Company shall have the right to terminate this Agreement and to discharge the Executive without Cause effective upon delivery of written notice to the Executive. If the Company terminates the Executive without “Cause” for any reason, as long as the Executive executes a general waiver and release of all claims which the Executive may have against the Company which form of the general waiver and release will be determined in the sole discretion of the Company, then the Company agrees that, as severance, it will continue to pay the Executive’s employment without Cause, and Executive’s employment is not terminated due to death or Disability (as defined below), Executive will be eligible to receive: (i) continued payment of Base Salary in accordance with Section 3(a) above (the “Severance Payments”) for twelve (12) months (“Severance Period”) according to from the Company’s normal payroll practices, less applicable withholdings and any remuneration paid to date of the notice of termination. Executive during each applicable Company payroll period because of Executive’s employment or self-further agrees that in the event that Executive obtains employment during any period where Severance Payments are being made, Executive will promptly notify the Company of the nature of his or her new employment. Provided that such period (“employment does not violate the terms of the Confidentiality, Non-Solicitation and Non-Compete Agreement, such Severance Payments will continue to be paid. Other than the Severance Payments”); and (ii) if Executive qualifies for and timely completes all documentation necessary to continue health insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will pay shall have no further obligation to the insurance carriers as and when due Executive after the applicable COBRA premium for Executive and Executive’s dependents for up to the Severance Perioddate of such termination; provided, however, that the Company’s obligation Executive shall only be entitled to pay the COBRA Premium shall cease immediately if: (x) the Company determines that it cannot pay the COBRA Premium on behalf of Executive without violating applicable law (including, without limitation, Section 2716 continuation of the Public Health Services Act), (y) Executive or Executive’s eligible dependents cease to be eligible or COBRA coverage, or (z) Executive obtains subsequent employment through which Severance Payments as long as Executive is eligible to obtain substantially equivalent or better health insurance (“Severance Benefits”)in compliance with the provisions of the Confidentiality, Non-Solicitation & Non-Compete Agreement, which is part of this Agreement. Executive If termination without Cause shall immediately provide written notice to occur at any time, then the Company’s Board when Executive becomes eligible for such health insurance. Executive acknowledges that nothing in this Section 4(b) shall prohibit the Company from changing, withdrawing, or in any way modifying its group health plans, and nothing herein shall be construed as a guarantee of payment pro rata portion of any particular claim submitted by Executive or qualified beneficiaries to such plans. The COBRA Premium paid by the Company shall be treated unvested time-based options and/or restricted stock (as taxable compensation to Executive, with applicable withholdings taken from the Severance Payments, if and to the extent necessary to limit or fix any violation of specified in Section 105(h3(d)) of the Internal Revenue Code of 1986, as amended, and applicable guidance promulgated thereunder (the “Code”). Executive’s eligibility to receive the severance set forth in this Section 4(b) is conditioned on Executive having first signed a release agreement in the form attached as Exhibit A and the release becoming irrevocable by its terms within fifty five (55) calendar days following up until the date of Executive’s notice of termination that are due to vest in the month of employment termination shall vest; with regard to any other unvested time-based options and/or restricted stock (or, if applicable, as specified in Section 3(d)) up until the date of Executive’s Separation from Servicenotice of termination that are due to vest during the period after such month of termination, as such term is defined in Section 4(i)). All other obligations but within the year of termination, shall only vest upon approval of the Company under this Agreement shall ceaseCompensation Committee.

Termination by Company Without Cause. Where The Company shall retain the right to terminate the Executive without cause or prior written notice, although the Company terminates may give notice pursuant to this paragraph 5(f) in its sole discretion. If the Executive's employment is terminated by the Company without cause pursuant to this paragraph 5(f) or the duties and functions of the Executive set forth in section 3 of this agreement are materially changed, the Executive shall continue to receive the Executive’s employment without Causebase salary and bonus, and the Company shall continue medical and dental benefits for the Executive and the Executive’s employment is not terminated due eligible family, by paying the premium for health insurance continuation coverage under COBRA for the Executive and the Executive’s eligible family to death the extent the Executive elects COBRA coverage (or Disability (as defined belowby continuing to contribute the employer portion of the premium normally paid by the Company for its current employees), Executive will for a Severance Period which shall be eligible determined as set forth in the next sentence. The Severance Period shall consist of the lesser of two hundred and seventy (270) days from the earlier to receiveoccur of the date: (i) continued payment notice of Base Salary termination is given pursuant to this paragraph 5(f); or (ii) the date on which employment actually terminates pursuant to this paragraph 5(f). The Executive acknowledges and agrees that the non-compete restrictions set forth in Section 7 of this Employment Agreement will remain in full force and effect for twelve the greater of the Severance Period or the three (123) months month period subsequent to the Executive’s termination. The sum, if any, payable to the Executive in respect of the Severance Period shall be payable in equal monthly installments on the fifteenth (“15th) day of each month in the Severance Period”. Furthermore, the obligations imposed on Executive with respect to confidentiality, non-disclosure and assignment of rights to inventions or developments in this Agreement or any other agreement executed by the parties shall continue, notwithstanding the termination of the employment relationship between the parties. The salary, bonus (if any) according and health insurance benefits to be provided under this paragraph 5(f) are sometimes hereinafter referred to as "Termination Compensation." The Executive shall not be entitled to any Termination Compensation unless the Executive executes and delivers to the Company after a notice of termination a general release in form and substance reasonably satisfactory to the Company by which the Executive releases the Company from any obligations and liabilities of any type whatsoever including those under this Agreement, except for the Company's obligations with respect to the Termination Compensation, which general release shall not affect the Executive’s normal payroll practicesright to indemnification, less applicable withholdings and any remuneration paid to Executive during each applicable Company payroll period because if any, for actions taken within the scope of the Executive’s employment or self-employment during such period (“Severance Payments”); and (ii) if Executive qualifies for and timely completes all documentation necessary to continue health insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will pay to the insurance carriers as and when due the applicable COBRA premium for Executive and Executive’s dependents for up to rights in respect of the Severance Period; howeverExecutive’s vested stock options, if any. The parties hereto acknowledge that the Company’s obligation to pay the COBRA Premium shall cease immediately if: (x) the Company determines that it cannot pay the COBRA Premium on behalf of Executive without violating applicable law (including, without limitation, Section 2716 of the Public Health Services Act), (y) Executive or Executive’s eligible dependents cease Termination Compensation to be eligible provided under this paragraph 5(f) is to be provided in consideration for the general release. The Executive will not be entitled to and shall not receive any other compensation or COBRA coverage, or (z) Executive obtains subsequent employment through which Executive is eligible to obtain substantially equivalent or better health insurance (“Severance Benefits”). Executive shall immediately provide written notice to the Company’s Board when Executive becomes eligible for such health insurance. Executive acknowledges that nothing in this Section 4(b) shall prohibit the Company from changing, withdrawing, or in any way modifying its group health plans, and nothing herein shall be construed as a guarantee of payment benefits of any particular claim submitted by Executive or qualified beneficiaries to such plans. The COBRA Premium paid by the Company shall be treated as taxable compensation to Executive, with applicable withholdings taken from the Severance Payments, if and to the extent necessary to limit or fix any violation of Section 105(h) of the Internal Revenue Code of 1986, as amended, and applicable guidance promulgated thereunder (the “Code”). Executive’s eligibility to receive the severance set forth in this Section 4(b) is conditioned on Executive having first signed a release agreement in the form attached as Exhibit A and the release becoming irrevocable by its terms within fifty five (55) calendar days type following the effective date of Executive’s termination of employment (ortermination, if applicable, the date of Executive’s Separation from Service, except such benefits as such term is defined in Section 4(i)). All other obligations of the Company may be required to be extended under this Agreement shall ceaseapplicable state or Federal law.

Termination by Company Without Cause. Where the Company terminates Executive’s employment without Cause, and Executive’s employment is not terminated due to death or Disability (as defined below), Executive will be eligible to receive: (i) continued payment of Base Salary for twelve eighteen (1218) months (“Severance Period”) according to the Company’s normal payroll practices, less applicable withholdings and any remuneration paid to Executive during each applicable Company payroll period because of Executive’s employment or self-employment during such period (“Severance Payments”); and (ii) if Executive qualifies for and timely completes all documentation necessary to continue health insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will pay to the insurance carriers as and when due the applicable COBRA premium for Executive and Executive’s dependents for up to the Severance Period; however, that the Company’s obligation to pay the COBRA Premium shall cease immediately if: (x) the Company determines that it cannot pay the COBRA Premium on behalf of Executive without violating applicable law (including, without limitation, Section 2716 of the Public Health Services Act), (y) Executive or Executive’s eligible dependents cease to be eligible or COBRA coverage, or (z) Executive obtains subsequent employment through which Executive is eligible to obtain substantially equivalent or better health insurance (“Severance Benefits”). Executive shall immediately provide written notice to the Company’s Board when Executive becomes eligible for such health insurance. Executive acknowledges that nothing in this Section 4(b) shall prohibit the Company from changing, withdrawing, or in any way modifying its group health plans, and nothing herein shall be construed as a guarantee of payment of any particular claim submitted by Executive or qualified beneficiaries to such plans. The COBRA Premium paid by the Company shall be treated as taxable compensation to Executive, with applicable withholdings taken from the Severance Payments, if and to the extent necessary to limit or fix any violation of Section 105(h) of the Internal Revenue Code of 1986, as amended, and applicable guidance promulgated thereunder (the “Code”). Executive’s eligibility to receive the severance set forth in this Section 4(b) is conditioned on Executive having first signed a release agreement in the form attached as Exhibit A and the release becoming irrevocable by its terms within fifty five (55) calendar days following the date of Executive’s termination of employment (or, if applicable, the date of Executive’s Separation from Service, as such term is defined in Section 4(i)). All other obligations of the Company under this Agreement shall cease.

Termination by Company Without Cause. Where At any time during the Term, the Company shall have the right to terminate this Agreement and to discharge the Executive without Cause effective upon delivery of sixty (60) days written notice to the Executive. If the Company terminates the Executive without “Cause” for any reason, as long as the Executive executes a general waiver and release of all claims which the Executive may have against the Company which form of the general waiver and release will be determined in the sole discretion of the Company, then the Company agrees that, as severance, it will continue to pay the Executive’s employment without Cause, and Executive’s employment is not terminated due to death or Disability (as defined below), Executive will be eligible to receive: (i) continued payment of Base Salary in accordance with Section 3(a) above (the “Severance Payments”) for twelve (12) months (“Severance Period”) according from the date of the separation in the notice of termination. In addition, Executive will be entitled to receive the Target Bonus Executive Employee Initials /s/ GC would have been eligible to receive for the fiscal year, prorated based on the date of separation in the notice of termination, and payable in accordance with the Company’s normal payroll practices, less applicable withholdings regular payment schedule and any remuneration paid to procedures for such Target Bonus (the “Prorated Target Bonus”). Executive during each applicable Company payroll period because of Executive’s employment or self-further agrees that in the event that Executive obtains employment during any period where Severance Payments are being made, Executive will promptly notify the Company of the nature of his new employment. Provided that such period (“employment does not violate the terms of the Confidentiality, Non- Solicitation and Non-Compete Agreement, such Severance Payments”); Payments will continue to be paid. Other than the Severance Payments and (ii) if Executive qualifies for and timely completes all documentation necessary to continue health insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”)Prorated Target Bonus, the Company will pay shall have no further obligation to the insurance carriers as and when due Executive after the applicable COBRA premium for Executive and Executive’s dependents for up to the Severance Perioddate of such termination; provided, however, that the Company’s obligation Executive shall only be entitled to pay the COBRA Premium shall cease immediately if: (x) the Company determines that it cannot pay the COBRA Premium on behalf of Executive without violating applicable law (including, without limitation, Section 2716 continuation of the Public Health Services Act), (y) Executive or Executive’s eligible dependents cease to be eligible or COBRA coverage, or (z) Executive obtains subsequent employment through which Severance Payments as long as Executive is eligible to obtain substantially equivalent or better health insurance (“Severance Benefits”)in compliance with the provisions of the Confidentiality, Non-Solicitation & Non-Compete Agreement, which is part of this Agreement. Executive If termination without Cause shall immediately provide written notice to occur at any time, then the Company’s Board when Executive becomes eligible for such health insurance. Executive acknowledges that nothing in this Section 4(b) shall prohibit the Company from changing, withdrawing, or in any way modifying its group health plans, and nothing herein shall be construed as a guarantee of payment pro rata portion of any particular claim submitted by Executive unvested time-based equity or qualified beneficiaries to performance-based equity (assuming that the target threshold associated with such plans. The COBRA Premium paid by performance-based equity has been met) up until the Company shall be treated as taxable compensation to Executive, with applicable withholdings taken from the Severance Payments, if and to the extent necessary to limit or fix any violation date of Section 105(h) of the Internal Revenue Code of 1986, as amended, and applicable guidance promulgated thereunder (the “Code”). Executive’s eligibility to receive the severance set forth in this Section 4(b) is conditioned on Executive having first signed a release agreement separation in the form attached as Exhibit A and notice of termination that are due to vest in the release becoming irrevocable by its terms within fifty five twelve (5512) calendar days month period following the date of Executive’s termination of employment (orseparation shall vest, if applicable, and any remaining unvested time-based or performance based equity shall vest only at the date of Executive’s Separation from Service, as such term is defined in Section 4(i)). All other obligations discretion of the Company under this Agreement shall ceaseCompensation Committee in accordance with the terms of the Company’s Plan.

Termination by Company Without Cause. Where The Company shall retain the right to terminate the Executive without cause or prior written notice, although the Company terminates may give notice pursuant to this paragraph 5(f) in its sole discretion. If the Executive's employment is terminated by the Company without cause pursuant to this paragraph 5(f), the Executive shall continue to receive the Executive’s employment without Causebase salary and bonus, and the Company shall continue medical and dental benefits for the Executive and the Executive’s employment is not terminated due family, by paying the premium for health insurance continuation coverage under COBRA for the Executive and the Executive’s eligible family to death the extent the Executive elects COBRA coverage (or Disability (as defined belowcontinue to contribute the employer portion of the premium normally paid by the Company for its current employees), Executive will for a Severance Period which shall be eligible determined as set forth in the next sentence. The Severance Period shall consist of the lesser of one year from the earlier to receive: occur of the date (i) continued payment notice of Base Salary termination is given pursuant to this paragraph 5(f) or (ii) the date on which employment actually terminates pursuant to this paragraph 5(f). The Executive acknowledges and agrees that the non-compete restrictions set forth in Section 7 of this Employment Agreement will remain in full force and effect for twelve the greater of the Severance Period or the Twelve (12) months month period subsequent to the Executive’s termination. The sum, if any, payable to the Executive in respect of the Severance Period shall be payable in equal monthly installments on the Fifteenth (“15th) day of each month in the Severance Period”. Furthermore, the obligations imposed on Executive with respect to confidentiality, non-disclosure and assignment of rights to inventions or developments in this Agreement or any other agreement executed by the parties shall continue, notwithstanding the termination of the employment relationship between the parties. The salary, bonus (if any) according and health insurance benefits to be provided under this paragraph 5(f) are sometimes hereinafter referred to as "Termination Compensation." The Executive shall not be entitled to any Termination Compensation unless the Executive executes and delivers to the Company after a notice of termination a release in form and substance reasonably satisfactory to the Company by which the Executive releases the Company from any obligations and liabilities of any type whatsoever under this Agreement, except for the Company's obligations with respect to the Termination Compensation, which release shall not affect the Executive’s normal payroll practicesright to indemnification, less applicable withholdings and any remuneration paid to Executive during each applicable Company payroll period because if any, for actions taken within the scope of the Executive’s employment or self-employment during such period (“Severance Payments”); and (ii) if Executive qualifies for and timely completes all documentation necessary to continue health insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will pay to the insurance carriers as and when due the applicable COBRA premium for Executive and Executive’s dependents for up to rights in respect of the Severance Period; howeverExecutive’s vested stock options, if any. The parties hereto acknowledge that the Company’s obligation to pay the COBRA Premium shall cease immediately if: (x) the Company determines that it cannot pay the COBRA Premium on behalf of Executive without violating applicable law (including, without limitation, Section 2716 of the Public Health Services Act), (y) Executive or Executive’s eligible dependents cease Termination Compensation to be eligible provided under this paragraph 5(f) is to be provided in consideration for the above-specified release. The Executive will not be entitled to and shall not receive any other compensation or COBRA coverage, or (z) Executive obtains subsequent employment through which Executive is eligible to obtain substantially equivalent or better health insurance (“Severance Benefits”). Executive shall immediately provide written notice to the Company’s Board when Executive becomes eligible for such health insurance. Executive acknowledges that nothing in this Section 4(b) shall prohibit the Company from changing, withdrawing, or in any way modifying its group health plans, and nothing herein shall be construed as a guarantee of payment benefits of any particular claim submitted by Executive or qualified beneficiaries to such plans. The COBRA Premium paid by the Company shall be treated as taxable compensation to Executive, with applicable withholdings taken from the Severance Payments, if and to the extent necessary to limit or fix any violation of Section 105(h) of the Internal Revenue Code of 1986, as amended, and applicable guidance promulgated thereunder (the “Code”). Executive’s eligibility to receive the severance set forth in this Section 4(b) is conditioned on Executive having first signed a release agreement in the form attached as Exhibit A and the release becoming irrevocable by its terms within fifty five (55) calendar days type following the effective date of Executive’s termination of employment (ortermination, if applicable, the date of Executive’s Separation from Service, except such benefits as such term is defined in Section 4(i)). All other obligations of the Company may be required to be extended under this Agreement shall ceaseapplicable state or Federal law.

Termination by Company Without Cause. Where The Company may terminate Employee’s employment with the Company at any time for any reason or no reason, with or without notice. If the Company terminates ExecutiveEmployee’s employment without Cause, all obligations of the Company under this Agreement shall cease but Company shall, during the period beginning on the date (after the expiration of any and Executive’s employment is not terminated due to death or Disability all revocation and cancellation periods and rights) of the Release (as defined below), Executive will be eligible and ending on the earlier of one month thereafter or the last day of the Employment Term (as in effect immediately prior to receive: (itermination) continued payment of continue to pay Employee the Base Salary for twelve (12) months (“Severance Period”) according to at the rate in effect at the time of termination, which payments shall be made in accordance with the Company’s normal regular payroll practicesschedule for salaried Employees as in effect from time to time; provided, less applicable withholdings and any remuneration paid to Executive during each applicable Company payroll period because of Executive’s employment or self-employment during such period (“Severance Payments”); and (ii) if Executive qualifies for and timely completes all documentation necessary to continue health insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will pay to the insurance carriers as and when due the applicable COBRA premium for Executive and Executive’s dependents for up to the Severance Period; however, that the Company’s obligation to pay severance shall in all events terminate if Employee materially breaches any of his post-termination obligations to the COBRA Premium Company. For avoidance of doubt, Employee shall cease immediately if: not be entitled to any severance payments if Employee’s employment is terminated for Cause (xas defined in Section 4.c), by death or by Disability (as defined in Section 4.e) or if Employee’s employment is terminated by Employee (in accordance with Section 4.a or otherwise). Notwithstanding the foregoing, it is understood and agreed that the Company’s agreement to pay severance is in consideration of and in exchange for Employee’s promise to execute, upon termination, a release and waiver, in form and substance acceptable to the Company, releasing the Company determines that it cannot pay from any and all claims and liabilities of every nature related to Employee’s employment by the COBRA Premium on behalf Company through Employee’s date of Executive without violating applicable law termination (including, without limitation, Section 2716 of the Public Health Services Act), (y) Executive or Executive’s eligible dependents cease to be eligible or COBRA coverage, or (z) Executive obtains subsequent employment through which Executive is eligible to obtain substantially equivalent or better health insurance (“Severance BenefitsRelease”). Executive shall immediately provide written notice Accordingly, if Employee refuses to sign the Release or signs the Release but exercises his right, if any, under applicable law to revoke the Release (or any portion thereof), the Company’s Board when Executive becomes eligible for such health insurance. Executive acknowledges that nothing in this Section 4(b) shall prohibit obligation to pay severance will immediately terminate without further obligation on the Company from changing, withdrawing, or in any way modifying its group health plans, and nothing herein shall be construed as a guarantee of payment of any particular claim submitted by Executive or qualified beneficiaries to such plans. The COBRA Premium paid by the Company shall be treated as taxable compensation to Executive, with applicable withholdings taken from the Severance Payments, if and to the extent necessary to limit or fix any violation of Section 105(h) part of the Internal Revenue Code of 1986, as amended, and applicable guidance promulgated thereunder (the “Code”). Executive’s eligibility to receive the severance set forth in this Section 4(b) is conditioned on Executive having first signed a release agreement in the form attached as Exhibit A and the release becoming irrevocable by its terms within fifty five (55) calendar days following the date of Executive’s termination of employment (or, if applicable, the date of Executive’s Separation from Service, as such term is defined in Section 4(i)). All other obligations of the Company under this Agreement shall ceaseCompany.

Termination by Company Without Cause. Where At any time during the Term, the Company shall have the right to terminate this Agreement and to discharge the Executive without Cause effective upon delivery of sixty (60) days written notice to the Executive. If the Company terminates the Executive without “Cause” for any reason, as long as the Executive executes a general waiver and release of all claims which the Executive may have against the Company which form of the general waiver and release will be determined in the sole discretion of the Company, then the Company agrees that, as severance, it will continue to pay the Executive’s employment without Cause, and Executive’s employment is not terminated due to death or Disability (as defined below), Executive will be eligible to receive: (i) continued payment of Base Salary in accordance with Section 3(a) above (the “Severance Payments”) for twelve (12) months (“Severance Period”) according from the date of the notice of termination. In addition, Executive will be entitled to receive the Target Bonus Executive would have been eligible to receive for the fiscal year, prorated based on the date of the notice of termination, and payable in accordance with the Company’s normal payroll practices, less applicable withholdings regular payment schedule and any remuneration paid to procedures for such Target Bonus (the “Prorated Target Bonus”). Executive during each applicable Company payroll period because of Executive’s employment or self-further agrees that in the event that Executive obtains employment during any period where Severance Payments are being made, Executive will promptly notify the Company of the nature of his or her new employment. Provided that such period (“employment does not violate the terms of the Confidentiality, Non- Solicitation and Non-Compete Agreement, such Severance Payments”); Payments will continue to be paid. Other than the Severance Payments and (ii) if Executive qualifies for and timely completes all documentation necessary to continue health insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”)Prorated Target Bonus, the Company will pay shall have no further obligation to the insurance carriers as and when due Executive after the applicable COBRA premium for Executive and Executive’s dependents for up to the Severance Perioddate of such termination; provided, however, that the Company’s obligation Executive shall only be entitled to pay the COBRA Premium shall cease immediately if: (x) the Company determines that it cannot pay the COBRA Premium on behalf of Executive without violating applicable law (including, without limitation, Section 2716 continuation of the Public Health Services Act), (y) Executive or Executive’s eligible dependents cease to be eligible or COBRA coverage, or (z) Executive obtains subsequent employment through which Severance Payments as long as Executive is eligible in compliance with the provisions of the Confidentiality, Non-Solicitation & Non-Compete Agreement, which is part of this Agreement. 5 Employee’s Initials/s/ M.M. Subject to obtain substantially equivalent or better health insurance (“Severance Benefits”). Executive shall immediately provide written notice to compliance with the Company’s Board when Executive becomes eligible for such health insurance. Executive acknowledges that nothing in this Section 4(b) shall prohibit the Company from changing, withdrawing, or in any way modifying its group health plans, and nothing herein shall be construed as a guarantee of payment vesting provisions of any particular claim submitted by Executive or qualified beneficiaries to such plans. The COBRA Premium paid by the Company shall be treated as taxable compensation to Executive, with applicable withholdings taken from the Severance Payments, if and to the extent necessary to limit or fix any violation of Section 105(h) unvested portion of the Internal Revenue Code of 1986, as amended, and applicable guidance promulgated thereunder (the “Code”). Executive’s eligibility to receive the severance Buyout Equity Award set forth in this Section 4(b3(d), if termination without Cause shall occur at any time, then the pro rata portion of any unvested time-based equity or performance-based equity (assuming that the target threshold associated with such performance-based equity has been met) is conditioned on Executive having first signed a release agreement up until the date of notice of termination that are due to vest in the form attached as Exhibit A and the release becoming irrevocable by its terms within fifty five twelve (5512) calendar days month period following the date of Executive’s termination of employment (orshall vest, if applicable, and any remaining unvested time-based or performance based equity shall vest only at the date of Executive’s Separation from Service, as such term is defined in Section 4(i)). All other obligations discretion of the Company under this Agreement shall ceaseCompensation Committee inaccordance with the terms of the Company’s Plan.