Common use of Termination by Employee for Good Reason Clause in Contracts

Termination by Employee for Good Reason. If Employee's employment is terminated by Employee for Good Reason during the Term (but not as of an Expiration Date), then, in addition to complying with the requirements of Section 7.1, the Company shall, subject to the terms and conditions of this Agreement and conditioned upon the Company’s receipt of a written waiver, release and non-litigation agreement from Employee in form and substance reasonably satisfactory to the Consolidated Companies with respect to all liabilities of any Consolidated Company of any kind arising prior to and in connection with such termination (other than under Options and Section 7) (a “Release”), pay to or for the benefit of Employee or, if applicable, Employee’s heirs or estate: (a) with respect to the Severance Period (as defined in Section 7.5 below), Employee’s base salary at a rate equal to Employee’s salary rate as of the date of termination, payable as follows: (i) all amounts that would otherwise be payable with respect to the six months immediately following Employee’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)) from the Company (a “Separation from Service”) shall be accrued and paid within five business days following, but in no event prior to, the six-month anniversary of Employee’s Separation of Service or, if earlier, the date of Employee’s death; and (ii) all amounts payable with respect to portions of the Severance Period following the six-month anniversary of Employee’s Separation of Service shall be paid in accordance with the Company’s customary pay schedule; and (b) Company health benefits coverage then in effect (with Company /Employee contributions remaining the same on a percentage basis as during the period immediately prior to termination) with respect to the Severance Period. The foregoing payment structure is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and shall be interpreted consistently with that intent.

Termination by Employee for Good Reason. If Employee's employment is terminated by Employee for Good Reason during the Term (but not as of an Expiration Date), then, in addition to complying with the requirements of Section 7.1, the Company shall, subject to the terms and conditions of this Agreement and conditioned upon the Company’s receipt of a written waiver, release and non-litigation agreement from Employee in form and substance reasonably satisfactory to the Consolidated Companies with respect to all liabilities of any Consolidated Company of any kind arising prior to and in connection with such termination (other than under Options and Section 7) (a 7)(a “Release”), pay continue to pay, when due in accordance with Section 4.1, to or for the benefit of Employee or, if applicable, Employee’s heirs or estate: : (a) with respect to the Severance Period (as defined in Section 7.5 below), Employee’s base salary at a rate equal to Employee’s salary rate as of through the date of termination, payable as follows: (i) all amounts that would otherwise be payable with respect to period ending on the six months immediately following Employee’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)) from the Company (a “Separation from Service”) shall be accrued and paid within five business days following, but in no event prior to, the six12-month anniversary of Employee’s Separation of Service or, if earlier, the effective date of the termination of Employee’s death's service; and (ii) all amounts payable with respect to portions of the Severance Period following the six-month anniversary of Employee’s Separation of Service shall be paid in accordance with the Company’s customary pay schedule; and (b) Company health benefits coverage then in effect (with Company /Employee contributions remaining the same on a percentage basis as during the period immediately prior to termination) with respect through the period ending on the 12-month anniversary of the effective date of the termination of Employee's service. Notwithstanding the foregoing, if (y) Employee relocated was required to relocate from a location more than 50 miles from the Severance Period. The foregoing payment structure is intended Place of Employment in order to comply commence employment with the requirements of Section 409A Consolidated Companies and Employee’s employment is subsequently terminated by Employee for Good Reason on or before the two-year anniversary of the Internal Revenue Code Effective Date, or (z) Employee’ accepts a change in Employee’s place of 1986employment (and relocates without terminating his or her Employment for Good Reason based upon such change) during the Term and then Employee’s employment is terminated by Employee for Good Reason on or before the two-year anniversary of such change in Employee’s place of employment, as amended then in case of either (y) or (z) the “Code”period referred to in subsection (a) and above shall be interpreted consistently with that intent16 months.

Termination by Employee for Good Reason. If Employee's ’s employment is terminated by Employee for Good Reason after the period commencing ninety (90) days following the Date of Hire (which 90-day period shall be referred to as the “Probation Period”) and during the Term (but not as of an Expiration Date), then, then in addition to complying with the requirements of Section 7.1Section7.1, the Company shall, subject to the terms and conditions of this Agreement (including Section 7.8) and conditioned upon the Company’s receipt of a written waiver, release and non-litigation agreement from Employee in form and substance reasonably satisfactory to the Consolidated Companies with respect to all liabilities of any Consolidated Company of any kind arising prior to and in connection with such termination (other than under Options and Section 7) (a “Release”), pay to or for the benefit of Employee or, if applicable, Employee’s heirs or estate: (a) with With respect to the Severance Period (as defined in Section 7.5 below7.5), Employee’s base salary at a rate equal to Employee’s salary rate as of the date of termination, payable as follows: (i) all amounts that would otherwise be payable with respect to the six months immediately following Employee’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)) from the Company (a “Separation from Service”) shall be accrued and paid within five business days following, but in no event prior to, the six-month anniversary of Employee’s Separation of Service or, if earlier, the date of Employee’s death; and (ii) all amounts payable with respect to portions of the Severance Period following the six-month anniversary of Employee’s Separation of Service shall be termination paid in accordance with the Company’s customary pay schedule; and (b) Reimbursement of actual Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) expenses related to any election to continue Company health benefits coverage then in effect under COBRA (with Company /Employee contributions remaining the same on a percentage basis as during the period immediately prior to termination) for a period of eighteen (18) months commencing on the first day of the Severance Period. Notwithstanding anything in this Section 7.3 to the contrary: (A) no base salary continuation otherwise payable to the Employee under this Section 7.3 shall be paid unless and until the Employee incurs a Separation from Service from the Company during the Severance Period (with any amounts deferred as a result of this subsection 7.3(A) being payable promptly following such Separation from Service and as permitted by subsection 7.3(B)); and (B) any base salary amounts that are otherwise due or payable under this Section 7.3 during the six-month period following the Employee’s Separation from Service shall instead be deferred and paid to the Employee within five (5) business days after, but in no instance prior to, the six-month anniversary of Employee’s Separation from Service (or, if earlier, the date of Employee’s death) if and to the extent that such amounts (1) do not constitute “separation pay due to involuntary separation from service” (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii) as a result of the application of the separation from serve for good reasons provisions set forth in Treasury Regulation Section 1.409A-1(n)(2)(ii)); and (2) are subject to Code Section 409A. All base salary continuation amounts owing to Employee with respect to portions of the Severance PeriodPeriod following the six-month anniversary of the Separation of Service shall be paid in accordance with the Company’s customary pay schedule. The foregoing payment structure is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and shall be interpreted consistently with that intent. For purposes of clarity, if the employment of Employee is terminated during the Probation Period, Employee shall not be entitled to any payments under this Section 7.3.

Termination by Employee for Good Reason. i. The Employee may terminate his/her employment hereunder for good reason and upon written notice. As used herein, "good reason" shall include the following: 1. Should the Company materially breach its duties as specified in this Agreement; or 2. The Company relieves Employee of his/her position as the Chief Executive Officer of the Company for reasons other than in response to the situations listed in Sections 9(c)(ii)(1), 9(c)(ii)(2) and 9(c)(ii)(3); or 3. The Company relieves Employee of his/her position as the member of the Board of Directors of the Company for reasons other than in response to Employee’s actions specified in Sections 9(c)(ii)(1), 9(c)(ii)(2) and 9(c)(ii)(3). ii. If the Employee shall terminate this Agreement with good reason, effective on a date earlier than the termination date provided for in Section 3 (with the effective date of termination as so identified by the Employer’s Board of Directors upon receipt of written notice from Employee of his/her termination with good reason being referred to herein as the "Accelerated Termination Date"), the Employee, until the date which is nine (9) month(s) after the Accelerated Termination Date, shall continue to receive the Basic Salary and other compensation and employee benefits (including without limitation the bonus that would otherwise have been payable during such compensation continuation period under the bonus plan in effect immediately before the Accelerated Termination Date) that the Employer has heretofore in Section 4 agreed to pay and to provide for the Employee, in each case in the amount and kind and at the time provided for in Section 4, the Employer shall provide and pay for senior officer executive level outplacement assistance for one (1) year after such termination; provided that, notwithstanding such termination of employment, the Employee's covenants set forth in Section 11 and Section 12 are intended to and shall remain in full force and effect. iii. The parties agree that, because there can be no exact measure of the damage that would occur to the Employee as a result of terminating his/her employment for good reason, the payments and benefits paid and provided pursuant to this Section 9(b) shall be deemed to constitute liquidated damages and not a penalty for the termination of the Employee's employment is terminated by with good reason, and the Employer agrees that the Employee for Good Reason during the Term (but shall not as of an Expiration Date), then, in addition be required to complying with the requirements of Section 7.1, the Company shall, subject to the terms and conditions of this Agreement and conditioned upon the Company’s receipt of a written waiver, release and non-litigation agreement from Employee in form and substance reasonably satisfactory to the Consolidated Companies with respect to all liabilities of any Consolidated Company of any kind arising prior to and in connection with such termination (other than under Options and Section 7) (a “Release”), pay to or for the benefit of Employee or, if applicable, Employee’s heirs or estate: (a) with respect to the Severance Period (as defined in Section 7.5 below), Employee’s base salary at a rate equal to Employee’s salary rate as of the date of termination, payable as follows: (i) all amounts that would otherwise be payable with respect to the six months immediately following Employee’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)) from the Company (a “Separation from Service”) shall be accrued and paid within five business days following, but in no event prior to, the six-month anniversary of Employee’s Separation of Service or, if earlier, the date of Employee’s death; and (ii) all amounts payable with respect to portions of the Severance Period following the six-month anniversary of Employee’s Separation of Service shall be paid in accordance with the Company’s customary pay schedule; and (b) Company health benefits coverage then in effect (with Company /Employee contributions remaining the same on a percentage basis as during the period immediately prior to termination) with respect to the Severance Period. The foregoing payment structure is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and shall be interpreted consistently with that intentmitigate his/her damages.

Termination by Employee for Good Reason. If Employee terminates his employment with Employer during the Term for Good Reason. Upon the occurrence of any of the events described above in SECTIONS 7(A) through 7(C), inclusive, or SECTION 7(E), Employer shall be released and discharged from any liability, obligation or duty arising in connection with this Employment Agreement or in connection with Employee's employment is terminated by Employee for Good Reason during except as otherwise provided herein and further, provided that upon the Term (but not as occurrence of an Expiration Dateany event described in SECTION 7(A), then, in addition Employee shall be entitled to complying with receive the requirements proceeds of Section 7.1, the Company shall, subject to the terms and conditions of this Agreement and conditioned upon the Company’s receipt of a written waiver, release and non-litigation agreement from Employee in form and substance reasonably satisfactory to the Consolidated Companies with respect to all liabilities of any Consolidated Company of any kind arising prior to and in connection with such termination (other than under Options and Section 7) (a “Release”), pay to or life insurance policy maintained by Employer for the benefit of Employee oron the life of Employee or upon the occurrence of an event described in SECTION 7(B), if applicable, Employee’s heirs or estate: (a) with respect Employee shall be entitled to the Severance Period benefits of any disability policy of Employer covering such event to the extent provided in such policy. In all cases the indemnification obligation shall continue. Notwithstanding the foregoing, should Employee at any time within twelve (12) months of the occurrence of a "change of control" (as defined in Section 7.5 below) cease to be an employee of Employer (or its successor), by reason of (i) termination by Employer (or its successor) other than for "cause" (as defined below) or (ii) voluntary termination by Employee for "good reason upon change of control" (as defined below), then in any such event, (1) Employer shall at the election of Employee either (x) continue to pay Employee his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the Term or (B) twelve (12) months after such termination or (y) pay Employee’s base salary at , within 45 days of the severance of employment described in this paragraph, a rate lump-sum payment equal to Employee’s salary rate as (without discounting to present value) his then effective Salary under SECTION 3 through the later to occur of (A) the expiration of the date of termination, payable as follows: Term or (iB) twelve (12) months after such termination and (2) all amounts that would otherwise be payable with respect to the six months immediately following Employee’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)) from the Company (a “Separation from Service”) outstanding stock options and other incentive awards held by Employee shall be accrued and paid within five business days following, but in no event prior to, the six-month anniversary of Employee’s Separation of Service or, if earlier, the date of Employee’s death; and (ii) all amounts payable with respect to portions of the Severance Period following the six-month anniversary of Employee’s Separation of Service shall be paid in accordance with the Company’s customary pay schedule; and (b) Company health benefits coverage then in effect (with Company /Employee contributions remaining the same on a percentage basis as during the period immediately prior to termination) with respect to the Severance Period. The foregoing payment structure is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) become fully vested and shall be interpreted consistently with that intentexercisable, to the extent not prohibited by any applicable stock option plan of Employer, within twelve (12) months after such termination. In addition, regardless of the election made by Employee pursuant to (1)(x) or (y) above, Employer shall continue all benefits under SECTION 4 (except participation in Employer's 401(k) plan), through the later to occur of (X) the expiration of the Term or (Y) twelve (12) months after such termination, to the extent continuation of such benefits is not prohibited by applicable state and/or federal law.

Termination by Employee for Good Reason. If Employee's ’s employment is terminated by Employee for Good Reason during the Term (but not as of an Expiration Date), then, then in addition to complying with the requirements of Section 7.1Section7.1, the Company shall, subject to the terms and conditions of this Agreement and conditioned upon the Company’s receipt of a written waiver, release and non-litigation agreement from Employee in form and substance reasonably satisfactory to the Consolidated Companies with respect to all liabilities of any Consolidated Company of any kind arising prior to and in connection with such termination (other than under Options and Section 7) (a “Release”), pay to or for the benefit of Employee or, if applicable, Employee’s heirs or estate: (a) with With respect to the Severance Period (as defined in Section 7.5 below7.5), Employee’s base salary at a rate equal to Employee’s salary rate as of the date of termination, payable as follows: (i) all amounts that would otherwise be payable with respect to the six months immediately following Employee’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)) from the Company (a “Separation from Service”) shall be accrued and paid within five business days following, but in no event prior to, the six-month anniversary of Employee’s Separation of Service or, if earlier, the date of Employee’s death; and (ii) all amounts payable with respect to portions of the Severance Period following the six-month anniversary of Employee’s Separation of Service shall be termination paid in accordance with the Company’s customary pay schedule; and (b) Reimbursement of actual Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) expenses related to any election to continue Company health benefits coverage then in effect under COBRA (with Company /Employee contributions remaining the same on a percentage basis as during the period immediately prior to termination) for a period of eighteen (18) months commencing on the first day of the Severance Period. Notwithstanding anything in this Section 7.3 to the contrary: (A) no base salary continuation otherwise payable to the Employee under this Section 7.3 shall be paid unless and until the Employee incurs a Separation from Service from the Company during the Severance Period (with any amounts deferred as a result of this subsection 7.3(A) being payable promptly following such Separation from Service and as permitted by subsection 7.3(B)); and (B) any base salary amounts that are otherwise due or payable under this Section 7.3 during the six-month period following the Employee’s Separation from Service shall instead be deferred and paid to the Employee within five (5) business days after, but in no instance prior to, the six-month anniversary of Employee’s Separation from Service (or, if earlier, the date of Employee’s death) if and to the extent that such amounts (1) do not constitute “separation pay due to involuntary separation from service” (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii) as a result of the application of the separation from serve for good reasons provisions set forth in Treasury Regulation Section 1.409A-1(n)(2)(ii)); and (2) are subject to Code Section 409A. All base salary continuation amounts owing to Employee with respect to portions of the Severance PeriodPeriod following the six-month anniversary of the Separation of Service shall be paid in accordance with the Company’s customary pay schedule. The foregoing payment structure is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and shall be interpreted consistently with that intent.

Termination by Employee for Good Reason. or by Employer other than as a Result of Employee’s Death or Disability or other than for Cause; Change of Control. (i) Employee may terminate Employee’s employment hereunder for “Good Reason” (as hereinafter defined), if Good Reason exists, upon at least thirty (30) days’ prior written notice to Employer, and Employer may terminate Employee’s employment hereunder for any reason or for no reason, other than as a result of Employee’s death or Disability or for Cause, upon at least thirty (30) days’ prior written notice to Employee, in each case with the consequences set forth in this Section 2(c). (ii) If Employee's ’s employment is terminated by Employee for Good Reason during the Term or by Employer for any reason other than Employee’s death or Disability or other than for Cause, or if Employee’s employment is terminated without Cause following a “Change of Control” (but not as of an Expiration Datehereinafter defined), then, subject to Employee entering into and not revoking a release of claims in addition favor of Employer and its affiliates pursuant to Section 2(e) below and Employee fully complying with the requirements of Section 7.1covenants set forth in Sections 3, the Company shall4 and 5, subject Employee shall be entitled to the terms and conditions of this Agreement and conditioned upon the Company’s receipt of a written waiver, release and non-litigation agreement from Employee in form and substance reasonably satisfactory to the Consolidated Companies with respect to all liabilities of any Consolidated Company of any kind arising prior to and in connection with such termination (other than under Options and Section 7) (a “Release”), pay to or for the benefit of Employee or, if applicable, Employee’s heirs or estatefollowing benefits: (aA) with respect Cash severance payments equal in the aggregate to the Severance Period six (as defined in Section 7.5 below), 6) months of Employee’s base salary annual Base Salary at a rate equal to Employee’s salary rate as of the date time of termination, payable in accordance with Employer’s customary payroll practices as follows: in effect from time to time. (B) Continuation of Employee’s medical and health insurance benefits for a period equal to the lesser of (i) all amounts that would otherwise be payable with respect to the six (6) months immediately following Employee’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)) from the Company (a “Separation from Service”) shall be accrued and paid within five business days following, but in no event prior to, the six-month anniversary of Employee’s Separation of Service or, if earlier, the date of Employee’s death; and or (ii) all amounts payable with respect the period ending on the date Employee first becomes entitled to portions medical and health insurance benefits under any plan maintained by any person for whom Employee provides services as an employee or otherwise. (C) In addition, solely if Employee is terminated without Cause following a “Change of Control”, any unvested stock options granted to Employee pursuant to this Agreement shall accelerate and immediately vest. (iii) For purposes of this Agreement, “Good Reason” shall mean: (A) a material reduction (without Employee’s express written consent) in Employee’s Base Salary, unless the reduction is made as part of, and is generally consistent with, a general reduction of executive salaries; or (B) Employer’s material breach (without Employee’s express written consent) of Section 1 of this Agreement; provided, that Employee has provided Employer written notice of the Severance Period material breach and Employer has not cured such breach within thirty (30) days following the six-month anniversary of Employee’s Separation of Service date Employee provides such notice. If Employer thereafter intentionally repeats the breach it previously cured, such breach shall no longer be paid in accordance with the Company’s customary pay schedule; and (b) Company health benefits coverage then in effect (with Company /Employee contributions remaining the same on a percentage basis as during the period immediately prior to termination) with respect to the Severance Period. The foregoing payment structure is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and shall be interpreted consistently with that intentdeemed curable.

Termination by Employee for Good Reason. If Employee's employment is terminated by Employee for Good Reason during the Term (but not as of an Expiration Date), then, in addition to complying with the requirements of Section 7.1, the Company shall, subject to the terms and conditions of this Agreement and conditioned upon the Company’s receipt of a written waiver, release and non-litigation agreement from Employee in form and substance reasonably satisfactory to the Consolidated Companies with respect to all liabilities of any Consolidated Company of any kind arising prior to and in connection with such termination (other than under Options and Section 7) (a “Release”), pay to or for the benefit of Employee or, if applicable, Employee’s heirs or estate: (a) with respect to the Severance Period (as defined in Section 7.5 below7.5), Employee’s base salary at a rate equal to Employee’s salary rate as of the date of termination, payable as follows: (i) all amounts that would otherwise be payable with respect to the six months immediately following Employee’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)) from the Company (a “Separation from Service”) shall be accrued and paid within five business days following, but in no event prior to, the six-month anniversary of Employee’s Separation of Service or, if earlier, the date of Employee’s death; and (ii) all amounts payable with respect to portions of the Severance Period following the six-month anniversary of Employee’s Separation of Service shall be termination paid in accordance with the Company’s customary pay schedule; and (b) Company health benefits coverage then in effect (with Company /Employee contributions remaining the same on a percentage basis as during the period immediately prior to termination) for a period of eighteen (18) months commencing on the first day of the Severance Period. Notwithstanding anything in this Section 7.3 to the contrary: (A) no base salary continuation otherwise payable to the Employee under this Section 7.3 shall be paid unless and until the Employee incurs a Separation from Service from the Company during the Severance Period (with any amounts deferred as a result of this subsection 7.3(A) being payable promptly following such Separation from Service and as permitted by subsection 7.3(B)); and (B) any base salary amounts that are otherwise due or payable under this Section 7.3 during the six-month period following the Employee’s Separation from Service shall instead be deferred and paid to the Employee within five business days after, but in no instance prior to, the six-month anniversary of Employee’s Separation from Service (or, if earlier, the date of Employee’s death) if and to the extent that such amounts (1) do not constitute “separation pay due to involuntary separation from service” (as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)) as a result of the application of the separation from serve for good reasons provisions set forth in Treasury Regulation Section 1.409A-1(n)(2)(ii); and (2) are subject to Code Section 409A. All base salary continuation amounts owing to Employee with respect to portions of the Severance PeriodPeriod following the six-month anniversary of the Separation of Service shall be paid in accordance with the Company’s customary pay schedule. The foregoing payment structure is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and shall be interpreted consistently with that intent.

Termination by Employee for Good Reason. If the Employee's employment is terminated during the Employment Term by the Employee for Good Reason during Reason: (i) The Company shall pay the Term Employee the following (collectively, the "Accrued Obligations"): (A) within five (5) business days after the Date of Termination, any earned but not as unpaid Annual Base Salary; and (B) within a reasonable time following submission of an Expiration Date)all applicable documentation, thenany expense reimbursement payments owed to the Employee for expenses incurred prior to the Date of Termination; (ii) For any Date of Termination occurring under this Section prior to December 31, in addition to complying with the requirements of Section 7.12010, the Company shallshall pay the Employee no later than March 15, subject to the terms and conditions of this Agreement and conditioned 2011, an Annual Bonus based upon the Company’s receipt of a written waiver, release and non-litigation agreement from actual Annual Bonus that would have been earned by the Employee in form and substance reasonably satisfactory to the Consolidated Companies with respect to all liabilities of any Consolidated Company of any kind arising prior to and in connection with such termination (other than under Options and Section 7) (a “Release”), pay to or for the benefit year in which the Date of Termination occurs, ignoring any requirement under the Annual Bonus Plan that the Employee or, if applicable, Employee’s heirs or estate:must be employed on the payment date; (aiii) with respect to The difference between the Severance Period (as defined in Section 7.5 below), Employee’s base salary at a rate equal to Employee’s salary rate as targeted maximum FIS/Metavante Merger Synergy Bonus of the date $2,700,000 and amounts paid under that plan through Date of termination, payable as follows: (i) all amounts that would otherwise be payable with respect to the six months immediately following Employee’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)) from the Company (a “Separation from Service”) shall be accrued and paid within five business days following, but in no event prior to, the six-month anniversary of Employee’s Separation of Service or, if earlier, the date of Employee’s death; and (ii) all amounts payable with respect to portions of the Severance Period following the six-month anniversary of Employee’s Separation of Service shall be paid in accordance with the Company’s customary pay scheduleTermination; and (biv) All stock options, restricted stock, performance shares and other equity-based awards granted by the Company health benefits coverage then in effect (with Company /Employee contributions remaining the same on a percentage basis as during the period immediately prior to terminationthe Effective Date (collectively, the “Prior Equity Awards”) with respect to and all stock options, restricted stock and other equity-based incentive awards granted by the Severance Period. The foregoing payment structure is intended to comply with Company on or following the requirements of Section 409A of the Internal Revenue Code of 1986, as amended Effective Date (the “CodeNew Equity Awards”) and that are outstanding but not vested as of the Date of Termination shall become immediately vested and/or paid or settled, as the case may be, unless the New Equity Awards are based upon satisfaction of performance criteria, in which case, they will only vest pursuant to their express terms; provided, however, that notwithstanding the foregoing, any such Prior Equity Awards or New Equity Awards that constitute a non-qualified deferred compensation arrangement within the meaning of Code Section 409A shall be interpreted consistently with paid or settled on the earliest date following the Date of Termination that intent.does not result in a violation of or penalties under Code Section 409A.

Termination by Employee for Good Reason. If Employee's Employee may terminate his employment hereunder for “Good Reason,” which shall mean any material breach by Employer of the terms hereof that is terminated not corrected by Employer within five days after written notice by Employee to Employer, including, without limitation, (i) the assignment to Employee of any duties inconsistent in any respect with his position as Chief Medical Officer and Executive Vice President (including status, offices, titles, reporting requirements, authority, duties or responsibilities); (ii) any failure by Employer to comply with its compensation obligations under this Agreement; (iii) Employer’s requiring Employee to relocate from San Francisco or report to any office or location more than ten miles of the current location of the Company’s headquarters; or (iv) the failure of any purchaser of substantially all the assets of the Employer to assume or renew this Agreement. If Employee terminates his employment for Good Reason during the Term (but not as of an Expiration Date), then, in addition to complying with the requirements of Section 7.1, the Company shallReason, subject to Employer’s right to cure as set forth above, the terms termination shall take effect on the effective date (determined under Section 15) of the written notice to Employer, and conditions of this Agreement and conditioned upon the Company’s receipt of a written waiver, release and non-litigation agreement from Employee in form and substance reasonably satisfactory shall be entitled to the Consolidated Companies with respect to all liabilities of any Consolidated Company of any kind arising prior to same payments and in connection with such termination (other than under Options and Section 7) (a “Release”)benefits, pay to or for at the benefit of Employee orsame times, if applicable, Employee’s heirs or estate: (a) with respect to the Severance Period (as defined described in Section 7.5 below)6.2 for a termination by Employer without Cause. Likewise, Employee’s base salary at a rate equal to Employee’s salary rate as of the date of termination, payable as follows: (i) all amounts that would otherwise be payable with respect to the six months immediately following Employee’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)) from the Company (a “Separation from Service”) shall be accrued and paid within five business days following, but in no event prior to, the six-month anniversary of Employee’s Separation of Service or, if earlier, the effective date of Employee’s death; termination for Good Reason, to the extent not otherwise vested, full (100%) and (ii) immediate vesting of all amounts payable with respect to portions of the Severance Period following the six-month anniversary of Employee’s Separation of Service stock options and any other equity awards based on Employer securities, such as restricted stock units, stock appreciation rights, performance units, etc., and all stock options and other equity awards shall remain exercisable thereafter for their full term. In addition, Employee shall be paid in accordance with the Company’s customary pay scheduleentitled to retain and have full ownership of all electronic devices provided to Employee (including, without limitation, a computer, telephone and tablet) ); and (b) Company health benefits coverage then in effect (with Company /Employee contributions remaining the same on a percentage basis as during the period immediately prior to termination) with respect to the Severance Period. The foregoing payment structure is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and provided that all Employer confidential information shall be interpreted consistently with that intentdeleted from such devices before releasing them to Employe.

Termination by Employee for Good Reason. If Employee's (i) Employee may terminate his employment is terminated by hereunder at any time for any reason other than a Good Reason, upon 30 days prior written notice. (ii) Employee may terminate his employment hereunder for Good Reason during by providing 30 days prior written notice. For purposes of this Agreement, “Good Reason” means: (a) a material reduction in the Term Executive’s Base Salary; (but not b) a material diminution in the Executive’s responsibilities as CEO of an Expiration Datethe Parent Company; (c) the assignment of duties to the Executive materially inconsistent with his position as CEO; (d) the requirement that the Executive relocate his primary place of employment more than 20 miles from Executive’s Office (unless such location is closer to the Executive’s primary residence); (e) the Company’s material breach of this Agreement; provided that Good Reason based on a material breach shall exist only if within 90 days of the Company’s act or omission resulting in a material breach, then, the Executive notifies the Company in addition to complying with a writing of the requirements of Section 7.1act or omission, the Company fails to correct the act or omission within 30 days after receiving the Executive’s written notice; or (f) following a Change of Control, Employee ceases to hold the position of Chief Executive Officer at either the ultimate parent entity of the Company after a Change of Control, Employer shall: (1) continue to pay to Employee his Base Salary plus housing and transportation allowance and commissions Employee would have otherwise received, subject to the terms customary payroll practices and conditions of this Agreement and conditioned withholdings, for twenty-four (24) months; (2) upon the Company’s receipt of a written waiver, release and non-litigation agreement from Employee in form and substance reasonably satisfactory to the Consolidated Companies with respect to all liabilities of any Consolidated Company of any kind arising prior to and in connection with such termination (other than under Options and Section 7) (a “Release”)or resignation, pay to Employee the value of 2x of any and all bonuses (including but not limited to annual bonuses; discretionary bonuses; performance bonuses; discretionary compensation; etc.) that Employee otherwise would have potentially received pursuant to Section 5 hereof; (3) upon termination or for resignation, pay to Employee the benefit value of Employee or, if applicable, Employee’s heirs or estate: any accrued but unpaid vacation time; (a4) with respect to the Severance Period (as defined in Section 7.5 below), Employee’s base salary at a rate lump sum payment equal to Employee24 months of COBRA premiums based on the terms of Company’s salary rate group health plan and Executive’s coverage under such plan as of the date of termination, payable as follows: Termination (i) all amounts that would otherwise be payable with respect to regardless of any COBRA election actually made by Executive or the six months immediately following Employee’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)) from the Company (a “Separation from Service”) shall be accrued and paid within five business days following, but in no event prior to, the six-month anniversary of Employee’s Separation of Service or, if earlier, the date of Employee’s death; and (ii) all amounts payable with respect to portions of the Severance Period following the six-month anniversary of Employee’s Separation of Service shall be paid in accordance with actual COBRA coverage period under the Company’s customary group health plan); (5) upon termination or resignation, pay schedule; and (b) Company health benefits coverage then in effect (with Company /Employee contributions remaining the same on a percentage basis as during the period immediately prior to termination) with respect Employee any unreimbursed business expenses and travel expenses that are reimbursable under this Agreement that have been incurred by Employee, subject to the Severance Period. The foregoing payment structure is intended to comply with the requirements submission of Section 409A any required documentation and (6) full vesting of the Internal Revenue Code of 1986, as amended (the “Code”) Employee in any and shall be interpreted consistently with that intentall previously granted outstanding equity-based incentive awards subject to time-based vesting criteria.

Termination by Employee for Good Reason. If Employee's employment is terminated by Employee for Good Reason during the Term (but not as of an Expiration Date)Term, then, in addition to complying with the requirements of Section 7.1, the Company shall, subject to the terms and conditions of this Agreement and conditioned upon the Company’s receipt of a written waiver, release and non-litigation agreement from Employee in form and substance reasonably satisfactory to the Consolidated Companies with respect to all liabilities of any Consolidated Company of any kind arising prior to and in connection with such termination (other than under Options and Section 7) (a 7)(a “Release”), pay continue to pay, when due in accordance with Section 4.1, to or for the benefit of Employee or, if applicable, Employee’s heirs or estate: : (a) with respect to the Severance Period (as defined in Section 7.5 below), Employee’s base salary at a rate equal to Employee’s salary rate as of through the date of termination, payable as follows: (i) all amounts that would otherwise be payable with respect to period ending on the six months immediately following Employee’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)) from the Company (a “Separation from Service”) shall be accrued and paid within five business days following, but in no event prior to, the six12-month anniversary of Employee’s Separation of Service or, if earlier, the effective date of the termination of Employee’s death's service; and (ii) all amounts payable with respect to portions of the Severance Period following the six-month anniversary of Employee’s Separation of Service shall be paid in accordance with the Company’s customary pay schedule; and (b) Company health benefits coverage then in effect (with Company /Employee contributions remaining the same on a percentage basis as during the period immediately prior to termination) with respect through the period ending on the 12-month anniversary of the effective date of the termination of Employee's service. Notwithstanding the foregoing, if (y) Employee relocated was required to relocate from a location more than 50 miles from the Severance Period. The foregoing payment structure is intended Place of Employment in order to comply commence employment with the requirements of Section 409A Consolidated Companies and Employee’s employment is subsequently terminated by Employee for Good Reason on or before the two-year anniversary of the Internal Revenue Code Effective Date, or (z) Employee’ accepts a change in Employee’s place of 1986employment (and relocates without terminating his or her Employment for Good Reason based upon such change) during the Term and then Employee’s employment is terminated by Employee for Good Reason on or before the two-year anniversary of such change in Employee’s place of employment, as amended then in case of either (y) or (z) the “Code”period referred to in subsection (a) and above shall be interpreted consistently with that intent16 months.

Termination by Employee for Good Reason. For purposes of this Agreement, “Good Reason” shall mean (i) a material diminution in Employee’s position, duties, base salary, and responsibilities; (ii) Company’s notice to Employee that his or her position will be relocated to an office which is greater than 150 miles from Employee’s prior office location; (iii) the Board requests Employee to engage in actions that would constitute illegal or unethical acts; or (iv) any material breach by the Company or its subsidiary of any contract entered into between Employee and the Company or an affiliate of the Company, including this Agreement. In all cases of Good Reason, (A) Employee must have given notice to Company that an alleged Good Reason event has occurred, (B) the circumstance must remain uncorrected by Company after the expiration of thirty (30) days after receipt by Company of such notice, and (C) Employee must resign her employment within thirty (30) days of the expiration of the foregoing 30-day cure period. If Employee's Employee properly terminates his or her employment is terminated by Employee for Good Reason during the Term (but not as of an Expiration Date)Reason, then, in addition Employee shall be entitled to complying with the requirements of Section 7.1, the Company shallreceive from Company, subject to the terms Sections 6, 11 and conditions 12, severance equal to eighteen (18) months of this Agreement and conditioned upon the Company’s receipt of a written waiver, release and non-litigation agreement from Employee in form and substance reasonably satisfactory to the Consolidated Companies with respect to all liabilities of any Consolidated Company of any kind arising prior to and in connection with such termination (other than under Options and Section 7) (a “Release”), pay to or for the benefit of Employee or, if applicable, Employee’s heirs or estate: (a) with respect to the Severance Period (as defined in Section 7.5 below), Employee’s base salary salary, then in effect at a rate equal to Employee’s salary rate as of the date time of termination, payable as follows: on the Company’s ordinary payment dates during the severance pay period, less applicable taxes and withholdings. Employee shall also receive any accrued, unused vacation pay. The severance pay is conditioned upon Employee’s execution of a full and final waiver of all claims against Company, and not rescinding or revoking (i) all amounts that would otherwise be payable with respect to the six months immediately following extent permitted under such release) Employee’s “separation from service” (as defined release, in Treasury Regulation Section 1.409A-1(h)) from the Company (a “Separation from Service”) form acceptable to Company. The Employee’s rights and obligations regarding stock options, restricted stock or other equity incentives owned by Employee shall be accrued and paid within five business days following, but in no event prior to, the six-month anniversary of Employee’s Separation of Service or, if earlier, the date of Employee’s death; and (ii) all amounts payable with respect to portions of the Severance Period following the six-month anniversary of Employee’s Separation of Service shall be paid determined in accordance with and be governed by the Company’s customary pay schedulePlan and any award agreements issuing such equity incentives; and (b) Company health benefits coverage then in effect (with Company /Employee contributions remaining the same on a percentage basis as during the period immediately prior to termination) with respect to the Severance Period. The foregoing payment structure is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and provided that all stock options shall be interpreted consistently with that intentdeemed to have fully vested and all restrictions on any restricted stock issued to Employee shall be deemed to have lapsed effective upon the termination date under this Section.

Termination by Employee for Good Reason. or by Employer other than as a Result of Employee's Death or Disability or other than for Cause; Change of Control. (i) Employee may terminate Employee's employment hereunder for "Good Reason" (as hereinafter defined), if Good Reason exists, upon at least thirty (30) days' prior written notice to Employer, and Employer may terminate Employee's employment hereunder for any reason or for no reason, other than as a result of Employee's death or Disability or for Cause, upon at least thirty (30) days' prior written notice to Employee, in each case with the consequences set forth in this Section 2(c). (ii) If Employee's employment is terminated by Employee for Good Reason during the Term or by Employer for any reason other than Employee's death or Disability or other than for Cause, or if Employee's employment is terminated without Cause following a "Change of Control" (but not as of an Expiration Datehereinafter defined), then, subject to Employee entering into and not revoking a release of claims in addition favor of Employer and its affiliates pursuant to Section 2(e) below and Employee fully complying with the requirements of Section 7.1covenants set forth in Sections 3, the Company shall4 and 5, subject Employee shall be entitled to the terms and conditions of this Agreement and conditioned upon the Company’s receipt of a written waiver, release and non-litigation agreement from Employee in form and substance reasonably satisfactory to the Consolidated Companies with respect to all liabilities of any Consolidated Company of any kind arising prior to and in connection with such termination (other than under Options and Section 7) (a “Release”), pay to or for the benefit of Employee or, if applicable, Employee’s heirs or estatefollowing benefits: (aA) with respect Cash severance payments equal in the aggregate to twelve (12) months of Employee's annual Base Salary at the Severance Period (as defined in Section 7.5 below), Employee’s base salary at a rate equal to Employee’s salary rate as of the date time of termination, payable in accordance with Employer's customary payroll practices as follows: in effect from time to time. (B) Continuation of Employee's medical and health insurance benefits for a period equal to the lesser of (i) all amounts that would otherwise be payable with respect to the six twelve (12) months immediately following Employee’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)) from the Company (a “Separation from Service”) shall be accrued and paid within five business days following, but in no event prior to, the six-month anniversary of Employee’s Separation of Service or, if earlier, the date of Employee’s death; and or (ii) all amounts payable with respect the period ending on the date Employee first becomes entitled to portions medical and health insurance benefits under any plan maintained by any person for whom Employee provides services as an employee or otherwise. (C) In addition, solely if Employee is terminated without Cause following a "Change of Control," any unvested stock options granted to Employee pursuant to this Agreement shall accelerate and immediately vest. (iii) For purposes of this Agreement, "Good Reason" shall mean: (A) a material reduction (without Employee's express written consent) in Employee's Base Salary, unless the reduction is made as part of, and is generally consistent with, a general reduction of executive salaries throughout the Summer Companies; (B) Employer's material breach (without Employee's express written consent) of this Agreement; (C) Employer filing for bankruptcy protection; or (D) Employer requesting Employee to engage in any illegal or fraudulent behavior; provided, that Employee has provided Employer written notice of the Severance Period material breach and Employer has not cured such breach within thirty (30) days following the six-month anniversary of Employee’s Separation of Service date Employee provides such notice. If Employer thereafter intentionally repeats the breach it previously cured, such breach shall no longer be paid in accordance with the Company’s customary pay schedule; and (b) Company health benefits coverage then in effect (with Company /Employee contributions remaining the same on a percentage basis as during the period immediately prior to termination) with respect to the Severance Period. The foregoing payment structure is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and shall be interpreted consistently with that intentdeemed curable.

Termination by Employee for Good Reason. or by Employer other than as a Result of Employee's Death or Disability or other than for Cause; Change of Control. (i) Employee may terminate Employee's employment hereunder for "Good Reason" (as hereinafter defined), if Good Reason exists, upon at least thirty (30) days' prior written notice to Employer, and Employer may terminate Employee's employment hereunder for any reason or for no reason, other than as a result of Employee's death or Disability or for Cause, upon at least thirty (30) days' prior written notice to Employee, in each case with the consequences set forth in this Section 2(c). (ii) If Employee's employment is terminated by Employee for Good Reason during the Term or by Employer for any reason other than Employee's death or Disability or other than for Cause, or if Employee's employment is terminated without Cause following a "Change of Control" (but not as of an Expiration Datehereinafter defined), then, subject to Employee entering into and not revoking a release of claims in addition favor of Employer and its affiliates pursuant to Section 2(e) below and Employee fully complying with the requirements of Section 7.1covenants set forth in Sections 3, the Company shall4 and 5, subject Employee shall be entitled to the terms and conditions of this Agreement and conditioned upon the Company’s receipt of a written waiver, release and non-litigation agreement from Employee in form and substance reasonably satisfactory to the Consolidated Companies with respect to all liabilities of any Consolidated Company of any kind arising prior to and in connection with such termination (other than under Options and Section 7) (a “Release”), pay to or for the benefit of Employee or, if applicable, Employee’s heirs or estatefollowing benefits: (aA) with respect Cash severance payments equal in the aggregate to six (6) months of Employee's annual Base Salary at the Severance Period (as defined in Section 7.5 below), Employee’s base salary at a rate equal to Employee’s salary rate as of the date time of termination, payable in accordance with Employer's customary payroll practices as follows: in effect from time to time. (B) Continuation of Employee's medical and health insurance benefits for a period equal to the lesser of (i) all amounts that would otherwise be payable with respect to the six (6) months immediately following Employee’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)) from the Company (a “Separation from Service”) shall be accrued and paid within five business days following, but in no event prior to, the six-month anniversary of Employee’s Separation of Service or, if earlier, the date of Employee’s death; and or (ii) all amounts payable with respect the period ending on the date Employee first becomes entitled to portions medical and health insurance benefits under any plan maintained by any person for whom Employee provides services as an employee or otherwise. (C) In addition, solely if Employee is terminated without Cause following a "Change of Control", any unvested stock options granted to Employee pursuant to this Agreement shall accelerate and immediately vest. (iii) For purposes of this Agreement, "Good Reason" shall mean: (A) a material reduction (without Employee's express written consent) in Employee's Base Salary, unless the reduction is made as part of, and is generally consistent with, a general reduction of executive salaries; or (B) Employer's material breach (without Employee's express written consent) of Section 1 of this Agreement; provided, that Employee has provided Employer written notice of the Severance Period material breach and Employer has not cured such breach within thirty (30) days following the six-month anniversary of Employee’s Separation of Service date Employee provides such notice. If Employer thereafter intentionally repeats the breach it previously cured, such breach shall no longer be paid in accordance with the Company’s customary pay schedule; and (b) Company health benefits coverage then in effect (with Company /Employee contributions remaining the same on a percentage basis as during the period immediately prior to termination) with respect to the Severance Period. The foregoing payment structure is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and shall be interpreted consistently with that intentdeemed curable.

Termination by Employee for Good Reason. For purposes of this Agreement, “Good Reason” shall mean (i) a material diminution in Employee’s position, duties, base salary, and responsibilities; (ii) Company’s notice to Employee that his or her position will be relocated to an office which is greater than 150 miles from Employee’s prior office location; (iii) the Board requests Employee to engage in actions that would constitute illegal or unethical acts; or (iv) any material breach by the Company or its subsidiary of any contract entered into between Employee and the Company or an affiliate of the Company, including this Agreement. In all cases of Good Reason, (A) Employee must have given notice to Company that an alleged Good Reason event has occurred, (B) the circumstance must remain uncorrected by Company after the expiration of thirty (30) days after receipt by Company of such notice, and (C) Employee must resign his or her employment within thirty (30) days of the expiration of the foregoing 30-day cure period. If Employee's Employee properly terminates his or her employment is terminated by Employee for Good Reason during the Term (but not as of an Expiration Date)Reason, then, in addition Employee shall be entitled to complying with the requirements of Section 7.1, the Company shallreceive from Company, subject to Sections 6, 11 and 12, severance equal to the terms and conditions sum of this Agreement and conditioned upon (1) twelve (12) months of Employee’s base salary, then in effect at the time of termination, payable on the Company’s receipt of a written waiverordinary payment dates during the severance pay period, release and non-litigation agreement from Employee in form and substance reasonably satisfactory to the Consolidated Companies with respect to all liabilities of any Consolidated Company of any kind arising prior to and in connection with such termination plus (other than under Options and Section 72) (a “Release”), pay to or for the benefit of Employee or, if applicable, Employee’s heirs or estate: (a) with respect to the Severance Period (as defined in Section 7.5 below), Employee’s base salary at bonus payment on a rate equal to Employee’s salary rate as of pro-rata basis through the date of termination, in each case payable as follows: over a twelve-month period in equal installments on the Company’s regular pay dates, less applicable taxes and withholdings. Employee shall also receive any accrued, unused vacation pay. The severance pay is conditioned upon Employee’s execution of a full and final waiver of all claims against Company, and not rescinding or revoking (i) all amounts that would otherwise be payable with respect to the six months immediately following extent permitted under such release) Employee’s “separation from service” (as defined release, in Treasury Regulation Section 1.409A-1(h)) from the Company (a “Separation from Service”) form acceptable to Company. The Employee’s rights and obligations regarding stock options, restricted stock or other equity incentives owned by Employee shall be accrued and paid within five business days following, but in no event prior to, the six-month anniversary of Employee’s Separation of Service or, if earlier, the date of Employee’s death; and (ii) all amounts payable with respect to portions of the Severance Period following the six-month anniversary of Employee’s Separation of Service shall be paid determined in accordance with and be governed by the Company’s customary pay schedulePlan and any award agreements issuing such equity incentives; and (b) Company health benefits coverage then in effect (with Company /Employee contributions remaining the same on a percentage basis as during the period immediately prior to termination) with respect to the Severance Period. The foregoing payment structure is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and provided that all stock options shall be interpreted consistently with that intentdeemed to have fully vested and all restrictions on any restricted stock issued to Employee shall be deemed to have lapsed effective upon the termination date under this section.

Termination by Employee for Good Reason. If Employee's Employee may terminate her employment is terminated by Employee under this Agreement for Good Reason during upon the Term provision of advance written notice to the Company specifying in reasonable detail the events or conditions upon which Employee is basing such termination. The Company will be given the opportunity, but shall have no obligation, to “cure” such events or conditions within thirty (but not as 30) days after the provision by Employee of an Expiration Datesuch notice. Subject to the provisions of Section 1(g) hereof (concerning termination in connection with a Change of Control), thenif the Company elects in a written notice to Employee not to cure such events or conditions or otherwise fails to so cure such events or conditions within such thirty (30) day period, in addition to complying Employee may terminate her employment with the requirements Company for Good Reason pursuant to this Section 1(c) and in the event of Section 7.1such termination, the Company shall, subject to the terms and conditions of this Agreement and conditioned upon the Company’s receipt of a written waiver, release and non-litigation agreement from Employee in form and substance reasonably satisfactory to the Consolidated Companies with respect to all liabilities of any Consolidated Company of any kind arising prior to and in connection with such termination (other than under Options and Section 7) (a “Release”), pay to or for the benefit of Employee or, if applicable, Employee’s heirs or estate: (ai) with respect pay Employee all compensation and benefits accrued, but unpaid, up to the Severance Period effective date of termination; (as defined ii) pay Employee in Section 7.5 below), Employeea lump sum six (6) month’s base salary at a rate equal to Employee’s salary rate Base Salary in effect as of the effective date of termination, payable as follows: ; (iiii) all amounts that would otherwise be payable with respect to the six months immediately following Employee’s “separation from service” pay Employee within thirty (as defined in Treasury Regulation Section 1.409A-1(h)30) from the Company (days after termination a “Separation from Service”) shall be accrued and paid within five business days following, but in no event prior to, the six-month anniversary pro rata portion of Employee’s Separation Target Incentive Bonus for the calendar year in which Employee’s employment is terminated as provided in this Section 1(c), such portion to be based on the number of Service or, if earlier, full months for which Employee was employed during the year of termination; (iv) maintain Employee’s group medical coverage until the earlier of (a) the end of a period of six (6) months following the effective date of such termination, or (b) until such time as comparable medical coverage is obtained by the Employee’s death; and (ii) all amounts payable with respect to portions of the Severance Period following the six-month anniversary of Employee’s Separation of Service shall be paid in accordance with the Company’s customary pay schedule; and (bv) allow all vested options or other incentive securities to be exercised pursuant to the terms of the option agreement or other agreements under which such options or other incentive securities were granted. For purposes of this Agreement, Good Reason means any one or more of the following events or conditions: (A) the Company’s material breach of any of the terms of this Agreement; (B) the Company’s requiring Employee, without her consent, to relocate from her residence or to commute more than fifty (50) miles from the offices of the Company health benefits coverage then at which she was principally employed on the date of this Agreement; (C) a diminution in Employee’s Vice President title, or material diminution in the duties or responsibilities or conditions of her employment from those in effect on the date hereof; or (with Company /Employee contributions remaining D) a reduction by more than twenty percent (20%) in Employee’s annual Base Salary as in effect on the date of this Agreement or as the same on a percentage basis as during the period immediately may be increased from time to time after such date and prior to termination) with respect the delivery of such notice (other than such a reduction applicable generally to the Severance Period. The foregoing payment structure is intended to comply with the requirements of Section 409A substantially all employees of the Internal Revenue Code of 1986, as amended (the “Code”) and shall be interpreted consistently with that intentCompany).

Termination by Employee for Good Reason. or by Employer other than as a Result of Employee’s Death or Disability or other than for Cause; Change of Control. (i) Employee may terminate Employee’s employment hereunder for “Good Reason” (as hereinafter defined), if Good Reason exists, upon at least thirty (30) days’ prior written notice to Employer, and Employer may terminate Employee’s employment hereunder for any reason or for no reason, other than as a result of Employee’s death or Disability or for Cause, upon at least thirty (30) days’ prior written notice to Employee, in each case with the consequences set forth in this Section 2(c). (ii) If Employee's ’s employment is terminated by Employee for Good Reason during the Term or by Employer for any reason other than Employee’s death or Disability or other than for Cause, or if Employee’s employment is terminated without Cause following a “Change of Control” (but not as of an Expiration Datehereinafter defined), then, subject to Employee entering into and not revoking a release of claims in addition favor of Employer and its affiliates pursuant to Section 2(e) below and Employee fully complying with the requirements of Section 7.1covenants set forth in Sections 3, the Company shall4 and 5, subject Employee shall be entitled to the terms and conditions of this Agreement and conditioned upon the Company’s receipt of a written waiver, release and non-litigation agreement from Employee in form and substance reasonably satisfactory to the Consolidated Companies with respect to all liabilities of any Consolidated Company of any kind arising prior to and in connection with such termination (other than under Options and Section 7) (a “Release”), pay to or for the benefit of Employee or, if applicable, Employee’s heirs or estatefollowing benefits: (aA) with respect Cash severance payments equal in the aggregate to the Severance Period six (as defined in Section 7.5 below), 6) months of Employee’s base salary annual Base Salary at a rate equal to Employee’s salary rate as of the date time of termination, payable in accordance with Employer’s customary payroll practices as follows: in effect from time to time. (B) Continuation of Employee’s medical and health insurance benefits for a period equal to the lesser of (i) all amounts that would otherwise be payable with respect to the six (6) months immediately following Employee’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)) from the Company (a “Separation from Service”) shall be accrued and paid within five business days following, but in no event prior to, the six-month anniversary of Employee’s Separation of Service or, if earlier, the date of Employee’s death; and or (ii) all amounts payable with respect the period ending on the date Employee first becomes entitled to portions medical and health insurance benefits under any plan maintained by any person for whom Employee provides services as an employee or otherwise. (C) In addition, solely if Employee is terminated without Cause following a “Change of Control,” any unvested stock options granted to Employee pursuant to this Agreement shall accelerate and immediately vest. (iii) For purposes of this Agreement, “Good Reason” shall mean: (A) a material reduction (without Employee’s express written consent) in Employee’s Base Salary, unless the reduction is made as part of, and is generally consistent with, a general reduction of executive salaries; or (B) Employer’s material breach (without Employee’s express written consent) of Section 1 of this Agreement; provided, that Employee has provided Employer written notice of the Severance Period material breach and Employer has not cured such breach within thirty (30) days following the six-month anniversary of Employee’s Separation of Service date Employee provides such notice. If Employer thereafter intentionally repeats the breach it previously cured, such breach shall no longer be paid in accordance with the Company’s customary pay schedule; and (b) Company health benefits coverage then in effect (with Company /Employee contributions remaining the same on a percentage basis as during the period immediately prior to termination) with respect to the Severance Period. The foregoing payment structure is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and shall be interpreted consistently with that intentdeemed curable.

Termination by Employee for Good Reason. or by Employer other than as a Result of Employee's Death or Disability or other than for Cause; Change of Control. (i) Employee may terminate Employee's employment hereunder for "Good Reason" (as hereinafter defined), if Good Reason exists, upon at least thirty (30) days' prior written notice to Employer, and Employer may terminate Employee's employment hereunder for any reason or for no reason, other than as a result of Employee's death or Disability or for Cause, upon at least thirty (30) days' prior written notice to Employee, in each case with the consequences set forth in this Section 2(c). (ii) If Employee's employment is terminated by Employee for Good Reason during the Term or by Employer for any reason other than Employee's death or Disability or other than for Cause, or if Employee's employment is terminated without Cause following a "Change of Control" (but not as of an Expiration Datehereinafter defined), then, subject to Employee entering into and not revoking a release of claims in addition favor of Employer and its affiliates pursuant to Section 2(e) below and Employee fully complying with the requirements of Section 7.1covenants set forth in Sections 3, the Company shall4 and 5, subject Employee shall be entitled to the terms and conditions of this Agreement and conditioned upon the Company’s receipt of a written waiver, release and non-litigation agreement from Employee in form and substance reasonably satisfactory to the Consolidated Companies with respect to all liabilities of any Consolidated Company of any kind arising prior to and in connection with such termination (other than under Options and Section 7) (a “Release”), pay to or for the benefit of Employee or, if applicable, Employee’s heirs or estatefollowing benefits: (aA) with respect Cash severance payments equal in the aggregate to six (6) months of Employee's annual Base Salary at the Severance Period (as defined in Section 7.5 below), Employee’s base salary at a rate equal to Employee’s salary rate as of the date time of termination, payable in accordance with Employer's customary payroll practices as follows: in effect from time to time. (B) Continuation of Employee's medical and health insurance benefits for a period equal to the lesser of (i) all amounts that would otherwise be payable with respect to the six (6) months immediately following Employee’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)) from the Company (a “Separation from Service”) shall be accrued and paid within five business days following, but in no event prior to, the six-month anniversary of Employee’s Separation of Service or, if earlier, the date of Employee’s death; and or (ii) all amounts payable with respect the period ending on the date Employee first becomes entitled to portions medical and health insurance benefits under any plan maintained by any person for whom Employee provides services as an employee or otherwise. (C) In addition, solely if Employee is terminated without Cause following a "Change of Control," any unvested stock options granted to Employee pursuant to this Agreement shall accelerate and immediately vest. (iii) For purposes of this Agreement, "Good Reason" shall mean: (A) a material reduction (without Employee's express written consent) in Employee's Base Salary, unless the reduction is made as part of, and is generally consistent with, a general reduction of executive salaries; or (B) Employer's material breach (without Employee's express written consent) of Section 1 of this Agreement; provided, that Employee has provided Employer written notice of the Severance Period material breach and Employer has not cured such breach within thirty (30) days following the six-month anniversary of Employee’s Separation of Service date Employee provides such notice. If Employer thereafter intentionally repeats the breach it previously cured, such breach shall no longer be paid in accordance with the Company’s customary pay schedule; and (b) Company health benefits coverage then in effect (with Company /Employee contributions remaining the same on a percentage basis as during the period immediately prior to termination) with respect to the Severance Period. The foregoing payment structure is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and shall be interpreted consistently with that intentdeemed curable.

Termination by Employee for Good Reason. or by Employer other than as a Result of Employee’s Death or Disability or other than for Cause; Change of Control. (i) Employee may terminate Employee’s employment hereunder for “Good Reason” (as hereinafter defined), if Good Reason exists, upon at least thirty (30) days’ prior written notice to Employer, and Employer may terminate Employee’s employment hereunder for any reason or for no reason, other than as a result of Employee’s death or Disability or for Cause, upon at least thirty (30) days’ prior written notice to Employee, in each case with the consequences set forth in this Section 2(c). (ii) If Employee's ’s employment is terminated by Employee for Good Reason during the Term or by Employer for any reason other than Employee’s death or Disability or other than for Cause, or if Employee’s employment is terminated without Cause following a “Change of Control” (but not as of an Expiration Datehereinafter defined), then, subject to Employee entering into and not revoking a release of claims in addition favor of Employer and its affiliates pursuant to Section 2(e) below and Employee fully complying with the requirements of Section 7.1covenants set forth in Sections 3, the Company shall4 and 5, subject Employee shall be entitled to the terms and conditions of this Agreement and conditioned upon the Company’s receipt of a written waiver, release and non-litigation agreement from Employee in form and substance reasonably satisfactory to the Consolidated Companies with respect to all liabilities of any Consolidated Company of any kind arising prior to and in connection with such termination (other than under Options and Section 7) (a “Release”), pay to or for the benefit of Employee or, if applicable, Employee’s heirs or estatefollowing benefits: (aA) with respect Cash severance payments equal in the aggregate to the Severance Period six (as defined in Section 7.5 below), 6) months of Employee’s base salary annual Base Salary at a rate equal to Employee’s salary rate as of the date time of termination, payable in accordance with Employer’s customary payroll practices as follows: in effect from time to time. (B) Continuation of Employee’s medical and health insurance benefits for a period equal to the lesser of (i) all amounts that would otherwise be payable with respect to the six (6) months immediately following Employee’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)) from the Company (a “Separation from Service”) shall be accrued and paid within five business days following, but in no event prior to, the six-month anniversary of Employee’s Separation of Service or, if earlier, the date of Employee’s death; and (ii) all amounts payable with respect the period ending on the date Employee first becomes entitled to portions medical and health insurance benefits under any plan maintained by any person for whom Employee provides services as an employee or otherwise. (C) In addition, solely if Employee is terminated without Cause following a “Change of Control”, any unvested stock options granted to Employee pursuant to this Agreement shall accelerate and immediately vest. (iii) For purposes of this Agreement, “Good Reason” shall mean: (A) a material reduction (without Employee’s express written consent) in Employee’s Base Salary, unless the reduction is made as part of, and is generally consistent with, a general reduction of executive salaries; or (B) Employer’s material breach (without Employee’s express written consent) of Section 1 of this Agreement; provided, that Employee has provided Employer written notice of the Severance Period material breach and Employer has not cured such breach within thirty (30) days following the six-month anniversary of Employee’s Separation of Service date Employee provides such notice. If Employer thereafter intentionally repeats the breach it previously cured, such breach shall no longer be paid in accordance with the Company’s customary pay schedule; and (b) Company health benefits coverage then in effect (with Company /Employee contributions remaining the same on a percentage basis as during the period immediately prior to termination) with respect to the Severance Period. The foregoing payment structure is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and shall be interpreted consistently with that intentdeemed curable.

Termination by Employee for Good Reason. For purposes of this Agreement, “Good Reason” shall mean (i) a material diminution in Employee’s position, duties, base salary, and responsibilities; (ii) Company’s notice to Employee that his or her position will be relocated to an office which is greater than 150 miles from Employee’s prior office location; (iii) the Board requests Employee to engage in actions that would constitute illegal or unethical acts; or (iv) any material breach by the Company or its subsidiary of any contract entered into between Employee and the Company or an affiliate of the Company, including this Agreement. In all cases of Good Reason, (A) Employee must have given notice to Company that an alleged Good Reason event has occurred, (B) the circumstance must remain uncorrected by Company after the expiration of thirty (30) days after receipt by Company of such notice, and (C) Employee must resign her employment within thirty (30) days of the expiration of the foregoing 30-day cure period. If Employee's Employee properly terminates his or her employment is terminated by Employee for Good Reason during the Term (but not as of an Expiration Date)Reason, then, in addition Employee shall be entitled to complying with the requirements of Section 7.1, the Company shallreceive from Company, subject to the terms Sections 6, 12 and conditions 13, severance equal to sixty (60) months of this Agreement and conditioned upon the Company’s receipt of a written waiver, release and non-litigation agreement from Employee in form and substance reasonably satisfactory to the Consolidated Companies with respect to all liabilities of any Consolidated Company of any kind arising prior to and in connection with such termination (other than under Options and Section 7) (a “Release”), pay to or for the benefit of Employee or, if applicable, Employee’s heirs or estate: (a) with respect to the Severance Period (as defined in Section 7.5 below), Employee’s base salary salary, then in effect at a rate equal to Employee’s salary rate as of the date time of termination, payable as follows: on the Company’s ordinary payment dates during the severance pay period, less applicable taxes and withholdings. Employee shall also receive any accrued, unused vacation pay. The severance pay is conditioned upon Employee’s execution of a full and final waiver of all claims against Company, and not rescinding or revoking (i) all amounts that would otherwise be payable with respect to the six months immediately following extent permitted under such release) Employee’s “separation from service” (as defined release, in Treasury Regulation Section 1.409A-1(h)) from the Company (a “Separation from Service”) form acceptable to Company. The Employee’s rights and obligations regarding stock options, restricted stock or other equity incentives owned by Employee shall be accrued and paid within five business days following, but in no event prior to, the six-month anniversary of Employee’s Separation of Service or, if earlier, the date of Employee’s death; and (ii) all amounts payable with respect to portions of the Severance Period following the six-month anniversary of Employee’s Separation of Service shall be paid determined in accordance with and be governed by the Company’s customary pay schedulePlan and any award agreements issuing such equity incentives; and (b) Company health benefits coverage then in effect (with Company /Employee contributions remaining the same on a percentage basis as during the period immediately prior to termination) with respect to the Severance Period. The foregoing payment structure is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and provided that all stock options shall be interpreted consistently with that intentdeemed to have fully vested and all restrictions on any restricted stock issued to Employee shall be deemed to have lapsed effective upon the termination date under this Section.

Termination by Employee for Good Reason. If Employee's Employee may terminate his employment is terminated by Employee under this Agreement for Good Reason during upon the Term provision of advance written notice to the Company specifying in reasonable detail the events or conditions upon which Employee is basing such termination. The Company will be given the opportunity, but shall have no obligation, to “cure” such events or conditions within thirty (but not as 30) days after the provision by Employee of an Expiration Datesuch notice. Subject to the provisions of Section 1(g) hereof (concerning termination in connection with a Change of Control), thenif the Company elects in a written notice to Employee not to cure such events or conditions or otherwise fails to so cure such events or conditions within such thirty (30) day period, in addition to complying Employee may terminate his employment with the requirements Company for Good Reason pursuant to this Section 1(c) and in the event of Section 7.1such termination, the Company shall, subject to the terms and conditions of this Agreement and conditioned upon the Company’s receipt of a written waiver, release and non-litigation agreement from Employee in form and substance reasonably satisfactory to the Consolidated Companies with respect to all liabilities of any Consolidated Company of any kind arising prior to and in connection with such termination (other than under Options and Section 7) (a “Release”), pay to or for the benefit of Employee or, if applicable, Employee’s heirs or estate: (ai) with respect pay Employee all compensation and benefits accrued, but unpaid, up to the Severance Period effective date of termination; (as defined ii) pay Employee in Section 7.5 below), Employeea lump sum six (6) month’s base salary at a rate equal to Employee’s salary rate Base Salary in effect as of the effective date of termination, payable as follows: ; (iiii) all amounts that would otherwise be payable with respect to the six months immediately following Employee’s “separation from service” pay Employee within thirty (as defined in Treasury Regulation Section 1.409A-1(h)30) from the Company (days after termination a “Separation from Service”) shall be accrued and paid within five business days following, but in no event prior to, the six-month anniversary pro rata portion of Employee’s Separation Target Incentive Bonus for the calendar year in which Employee’s employment is terminated as provided in this Section 1(c), such portion to be based on the number of Service or, if earlier, full months for which Employee was employed during the year of termination; (iv) maintain Employee’s group medical coverage until the earlier of (a) the end of a period of six (6) months following the effective date of such termination, or (b) until such time as comparable medical coverage is obtained by the Employee’s death; and (ii) all amounts payable with respect to portions of the Severance Period following the six-month anniversary of Employee’s Separation of Service shall be paid in accordance with the Company’s customary pay schedule; and (bv) Company health benefits coverage then in effect (with Company /Employee contributions remaining the same on a percentage basis as during the period immediately prior allow all vested options or other incentive securities to termination) with respect be exercised pursuant to the Severance Period. The foregoing payment structure is intended to comply with the requirements of Section 409A terms of the Internal Revenue Code option agreement or other agreements under which such options or other incentive securities were granted. For purposes of 1986this Agreement, as amended Good Reason means any one or more of the following events or conditions: (A) the Company’s material breach of any of the terms of this Agreement or the letter agreement dated the date hereof between Employee and the Company (the “CodeLetter Agreement”); (B) the Company’s requiring Employee, without his consent, to relocate from his residence or to commute more than fifty (50) miles from the offices of the Company at which he was principally employed on the date of this Agreement; (C) a diminution in Employee’s Vice President title, or material diminution in the duties or responsibilities or conditions of his employment from those in effect on the date hereof; or (D) a reduction by more than twenty percent (20%) in Employee’s annual Base Salary as in effect on the date of this Agreement or as the same may be increased from time to time after such date and shall be interpreted consistently with that intentprior to the delivery of such notice (other than such a reduction applicable generally to substantially all employees of the Company).

Termination by Employee for Good Reason. If Employee may terminate Employee's ’s employment is terminated at any time for “Good Reason,” if any of the following actions are taken without his express written consent: (i) a material reduction in Employee’s duties, responsibilities or authority, including, without limitation, removal of Employee from the position of President, Chief Financial Officer or any other position to which he has been appointed; (ii) a reduction in Employee’s Annual Base Salary or Target Bonus, (iii) any material breach by Employee for Good Reason during the Term (but not as of an Expiration Date), then, in addition to complying with the requirements of Section 7.1, the Company shall, subject to the terms and conditions or its subsidiaries of any term of provision of this Agreement and conditioned upon or any other written agreement to which Employee is a party, including the Company’s receipt of a written waiver, release and non-litigation Grant Agreement or any grant agreement from Employee in form and substance reasonably satisfactory to the Consolidated Companies with respect to all liabilities of any Consolidated Company of any kind arising prior to and entered into in connection with such termination the grants made pursuant to Section 3(e) above, (other than under Options and Section 7iv) (a “Release”), pay Employee being required to work solely or for the benefit of Employee or, if applicable, Employee’s heirs or estate: (a) with respect to the Severance Period (as defined in Section 7.5 below), Employee’s base salary substantially at a rate equal location more than 50 miles from a location where Employee has been permitted to Employee’s salary rate work as of the date of terminationbeginning employment, payable as follows: (iv) any requirement that the Employee report to someone other than the Chief Executive Officer of the Company, or (vi) the failure of a successor to all amounts that would otherwise be payable with respect to or substantially all of the six months immediately following Employee’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)) from assets of the Company to assume this Agreement either contractually or as a matter of law as of the date of such transaction; provided that any such event shall not constitute Good Reason unless and until the Employee shall have provided the Company with written notice thereof no later than forty five (a “Separation from Service”45) shall be accrued and paid within five business days following, but in no following the initial occurrence of such event prior to, the six-month anniversary of Employee’s Separation of Service or, (or if earlierlater, the date Employee learns of it) and, except in the case of clause (vi), the Company shall have failed to fully remedy such event within forty five (45) days of receipt of such notice, and the Employee shall have terminated Employee’s death; and employment with the Company within thirty (ii30) all amounts payable with respect to portions days following the expiration of such remedial period (or in the case of clause (vi), within thirty (30) days following delivery of the Severance Period following the six-month anniversary of notice that Employee has Good Reason to resign). Company: Employee’s Separation of Service shall be paid in accordance with the Company’s customary pay schedule; and (b) Company health benefits coverage then in effect (with Company /Employee contributions remaining the same on a percentage basis as during the period immediately prior to termination) with respect to the Severance Period. The foregoing payment structure is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and shall be interpreted consistently with that intent.:

Termination by Employee for Good Reason. If Employee's Employee may terminate his employment is terminated by Employee under this Agreement for Good Reason during upon the Term provision of advance written notice to the Company specifying in reasonable detail the events or conditions upon which Employee is basing such termination. The Company will be given the opportunity, but shall have no obligation, to “cure” such events or conditions within thirty (but not as 30) days after the provision by Employee of an Expiration Datesuch notice. Subject to the provisions of Section 1(g) hereof (concerning termination in connection with a Change of Control), thenif the Company elects in a written notice to Employee not to cure such events or conditions or otherwise fails to so cure such events or conditions within such thirty (30) day period, in addition to complying Employee may terminate his employment with the requirements Company for Good Reason pursuant to this Section 1(c) and in the event of Section 7.1such termination, the Company shall, subject to the terms and conditions of this Agreement and conditioned upon the Company’s receipt of a written waiver, release and non-litigation agreement from Employee in form and substance reasonably satisfactory to the Consolidated Companies with respect to all liabilities of any Consolidated Company of any kind arising prior to and in connection with such termination (other than under Options and Section 7) (a “Release”), pay to or for the benefit of Employee or, if applicable, Employee’s heirs or estate: (ai) with respect pay Employee all compensation and benefits accrued, but unpaid, up to the Severance Period Termination Date; (as defined ii) pay Employee in Section 7.5 below), Employeea lump sum one year’s base salary at a rate equal to Employee’s salary rate Base Salary in effect as of the effective date of termination, payable as follows: ; (iiii) all amounts that would otherwise be payable with respect pay Employee in a lump sum within thirty (30) days after termination an amount equal to 30% times one year’s Base Salary times the six number of full months immediately following worked in 2005; (iv) maintain Employee’s “separation from service” group medical coverage until the earlier of (as defined in Treasury Regulation Section 1.409A-1(h)a) from the Company (end of a “Separation from Service”) shall be accrued and paid within five business days following, but in no event prior to, period of twelve months following the six-month anniversary of Employee’s Separation of Service or, if earlier, the effective date of such termination, or (b) until such time as comparable medical coverage is obtained by the Employee’s death; and (ii) all amounts payable with respect to portions of the Severance Period following the six-month anniversary of Employee’s Separation of Service shall be paid in accordance with the Company’s customary pay schedule; and (bv) allow all vested options or other incentive securities to be exercised pursuant to the terms of the option agreement or other agreements under which such options or other incentive securities were granted. For purposes of this Agreement, Good Reason means any one or more of the following events or conditions occurring prior to the Termination Date: (A) the Company’s material breach of any of the terms of this Agreement; (B) a diminution in Employee’s Executive Vice President, Human Resources title; (C) the Company’s requiring Employee, without his consent, to relocate from his residence or to commute more than fifty (50) miles from the offices of the Company health benefits coverage then at which he was principally employed on the date of this Agreement; or (D) a reduction by more than twenty percent (20%) in Employee’s annual Base Salary as in effect (with Company /Employee contributions remaining on the date of this Agreement or as the same on a percentage basis as during the period immediately may be increased from time to time after such date and prior to termination) with respect the delivery of such notice (other than such a reduction applicable generally to the Severance Period. The foregoing payment structure is intended to comply with the requirements of Section 409A substantially all employees of the Internal Revenue Code of 1986, as amended (the “Code”) and shall be interpreted consistently with that intentCompany).

Termination by Employee for Good Reason. If (a) For purposes hereof, following a Change in Control the Employee may terminate his employment for Good Reason if: (i) the Employee's employment then-current level of annual base salary (whether payable by the either of the Employers) is terminated reduced; or (ii) there is any reduction in the employee benefit coverage provided to the Employee (including pension, profit sharing and welfare benefits and perquisites, but not including incentive bonuses) from the coverage levels in effect immediately prior to the Change in Control, unless, however, the Employers provide substantially equivalent employee benefits to the Employee; or (iii) the Employee suffers a material diminution in his title, position, reporting relationship, responsibilities, authority or offices; or (iv) there is a relocation of the Employee's principal business office by more than ten (10) miles, and (a) the Employee's new commute is more than fifty (50) miles from the Employee's current primary residence or (b) the Employee's new commute is more than the Employee's current commute which is at least fifty (50) miles; or (v) the Employers fail to obtain assumption of this agreement by any successor or assign; PROVIDED, HOWEVER, that any termination by the Employee for Good Reason during must be made in good faith. (b) Notwithstanding the Term (but not as provisions of an Expiration DateSection 11.3(a), then, in addition to complying with the requirements of Section 7.1, the Company shall, subject to the terms and conditions of this Agreement and conditioned upon the Company’s receipt of a written waiver, release and non-litigation agreement from Employee in form and substance reasonably satisfactory to the Consolidated Companies with respect to all liabilities of any Consolidated Company of any kind arising prior to and in connection with no such termination (other than under Options and Section 7) (a “Release”), pay to or for the benefit of Employee or, if applicable, Employee’s heirs or estate: (a) with respect to the Severance Period (as defined in Section 7.5 below), Employee’s base salary at a rate equal to Employee’s salary rate as of the date of termination, payable Employee's employment for Good Reason shall be treated as follows: a Covered Termination unless (i) all amounts that would otherwise be payable with respect the Employee shall give written notice to the Employers' Boards of Directors, not later than thirty (30) days prior to the effective date of any such termination for Good Reason and within six (6) months immediately following Employee’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)) from the Company (a “Separation from Service”) shall be accrued and paid within five business days following, but in no event prior to, the six-month anniversary of Employee’s Separation of Service or, if earlier, after the date the Employee first becomes entitled to terminate for Good Reason on account of Employee’s death; the event(s) forming the basis for such termination, setting forth in specific detail the basis for such termination for Good Reason, and (ii) all amounts payable with respect to portions the Employers' Boards of the Severance Period following the six-month anniversary Directors shall not, within thirty (30) days after receipt of Employee’s Separation of Service shall be paid in accordance with the Company’s customary pay schedule; and (b) Company health benefits coverage then in effect (with Company /Employee contributions remaining the same on a percentage basis as during the period immediately prior to termination) with respect such notice, take actions reasonably acceptable to the Severance Period. The foregoing payment structure is intended Employee to comply with remedy the requirements of Section 409A of circumstances leading to the Internal Revenue Code of 1986, as amended (the “Code”) and shall be interpreted consistently with that intenttermination for Good Reason.

Termination by Employee for Good Reason. If Employee's Employee may terminate his employment hereunder for "Good Reason," which shall mean any material breach by Employer of the terms hereof that is terminated not corrected by Employer within five days after written notice by Employee to Employer, including, without limitation, (i) the assignment to Employee of any duties inconsistent in any respect with his position as Chief Operating Officer and Chief Medical Officer (including status, offices, titles, reporting requirements, authority, duties or responsibilities); (ii) any failure by Employer to comply with its compensation obligations under this Agreement; (iii) Employer's requiring Employee to relocate from San Francisco or report to any office or location more than ten miles of the current location of the Company's headquarters; or (iv) the failure of any purchaser of substantially all the assets of the Employer to assume or renew this Agreement. If Employee terminates his employment for Good Reason during the Term (but not as of an Expiration Date), then, in addition to complying with the requirements of Section 7.1, the Company shallReason, subject to Employer's right to cure as set forth above, the terms termination shall take effect on the effective date (determined under Section 15) of the written notice to Employer, and conditions of this Agreement and conditioned upon the Company’s receipt of a written waiver, release and non-litigation agreement from Employee in form and substance reasonably satisfactory shall be entitled to the Consolidated Companies with respect to all liabilities of any Consolidated Company of any kind arising prior to same payments and in connection with such termination (other than under Options and Section 7) (a “Release”)benefits, pay to or for at the benefit of Employee orsame times, if applicable, Employee’s heirs or estate: (a) with respect to the Severance Period (as defined described in Section 7.5 below)6.2 for a termination by Employer without Cause. Likewise, Employee’s base salary at a rate equal to Employee’s salary rate as of the date of termination, payable as follows: (i) all amounts that would otherwise be payable with respect to the six months immediately following Employee’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)) from the Company (a “Separation from Service”) shall be accrued and paid within five business days following, but in no event prior to, the six-month anniversary of Employee’s Separation of Service or, if earlier, the effective date of Employee’s death; 's termination for Good Reason, to the extent not otherwise vested, full (100%) and (ii) immediate vesting of all amounts payable with respect to portions of the Severance Period following the six-month anniversary of Employee’s Separation of Service 's stock options and any other equity awards based on Employer securities, such as restricted stock units, stock appreciation rights, performance units, etc., and all stock options and other equity awards shall remain exercisable thereafter for their full term. In addition, Employee shall be paid in accordance with the Company’s customary pay scheduleentitled to retain and have full ownership of all electronic devices provided to Employee (including, without limitation, a computer, telephone and tablet); and (b) Company health benefits coverage then in effect (with Company /Employee contributions remaining the same on a percentage basis as during the period immediately prior to termination) with respect to the Severance Period. The foregoing payment structure is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and provided that all Employer confidential information shall be interpreted consistently with that intentdeleted by Employer from such devices before releasing them to Employee.

Termination by Employee for Good Reason. If Employee's Employee may terminate his employment is terminated by Employee under this Agreement for Good Reason during upon the Term provision of advance written notice to the Company specifying in reasonable detail the events or conditions upon which Employee is basing such termination. The Company will be given the opportunity, but shall have no obligation, to “cure” such events or conditions within thirty (but not as 30) days after the provision by Employee of an Expiration Datesuch notice. Subject to the provisions of Section 1(g) hereof (concerning termination in connection with a Change of Control), thenif the Company elects in a written notice to Employee not to cure such events or conditions or otherwise fails to so cure such events or conditions within such thirty (30) day period, in addition to complying Employee may terminate his employment with the requirements Company for Good Reason pursuant to this Section 1(c) and in the event of Section 7.1such termination, the Company shall, subject to the terms and conditions of this Agreement and conditioned upon the Company’s receipt of a written waiver, release and non-litigation agreement from Employee in form and substance reasonably satisfactory to the Consolidated Companies with respect to all liabilities of any Consolidated Company of any kind arising prior to and in connection with such termination (other than under Options and Section 7) (a “Release”), pay to or for the benefit of Employee or, if applicable, Employee’s heirs or estate: (ai) with respect pay Employee all compensation and benefits accrued, but unpaid, up to the Severance Period effective date of termination; (as defined ii) pay Employee in Section 7.5 below), Employeea lump sum one year’s base salary at a rate equal to Employee’s salary rate Base Salary in effect as of the effective date of termination, payable as follows: ; (iiii) all amounts that would otherwise be payable with respect to the six months immediately following Employee’s “separation from service” pay Employee within thirty (as defined in Treasury Regulation Section 1.409A-1(h)30) from the Company (days after termination a “Separation from Service”) shall be accrued and paid within five business days following, but in no event prior to, the six-month anniversary pro rata portion of Employee’s Separation Target Incentive Bonus for the calendar year in which Employee’s employment is terminated as provided in this Section 1(c), such portion to be based on the number of Service or, if earlier, full months for which Employee was employed during the year of termination; (iv) maintain Employee’s group medical coverage until the earlier of (a) the end of a period of twelve months following the effective date of such termination, or (b) until such time as comparable medical coverage is obtained by the Employee’s death; and (ii) all amounts payable with respect to portions of the Severance Period following the six-month anniversary of Employee’s Separation of Service shall be paid in accordance with the Company’s customary pay schedule; and (bv) Company health benefits coverage then in effect (with Company /Employee contributions remaining the same on a percentage basis as during the period immediately prior allow all vested options or other incentive securities to termination) with respect be exercised pursuant to the Severance Period. The foregoing payment structure is intended to comply with the requirements of Section 409A terms of the Internal Revenue Code option agreement or other agreements under which such options or other incentive securities were granted. For purposes of 1986this Agreement, as amended Good Reason means any one or more of the following events or conditions: (A) the Company’s material breach of any of the terms of this Agreement or the letter agreement dated the date hereof between Employee and the Company (the “CodeLetter Agreement”); (B) the Company’s requiring Employee, without his consent, to relocate from his residence or to commute more than fifty (50) miles from the offices of the Company at which he was principally employed on the date of this Agreement; (C) a diminution in Employee’s Executive Vice President or Chief Financial Officer titles, or material diminution in the duties or responsibilities or conditions of his employment from those in effect on the date hereof; or (D) a reduction by more than twenty percent (20%) in Employee’s annual Base Salary as in effect on the date of this Agreement or as the same may be increased from time to time after such date and shall be interpreted consistently with that intentprior to the delivery of such notice (other than such a reduction applicable generally to substantially all employees of the Company).

Termination by Employee for Good Reason. or by Employer other than as a Result of Employee’s Death or Disability or other than for Cause; Change of Control. (i) Employee may terminate Employee’s employment hereunder for “Good Reason” (as hereinafter defined), if Good Reason exists, upon at least thirty (30) days’ prior written notice to Employer, and Employer may terminate Employee’s employment hereunder for any reason or for no reason, other than as a result of Employee’s death or Disability or for Cause, upon at least thirty (30) days’ prior written notice to Employee, in each case with the consequences set forth in this Section 2(c). (ii) If Employee's ’s employment is terminated by Employee for Good Reason during the Term or by Employer for any reason other than Employee’s death or Disability or other than for Cause, or if Employee’s employment is terminated without Cause following a “Change of Control” (but not as of an Expiration Datehereinafter defined), then, subject to Employee entering into and not revoking a release of claims in addition favor of Employer and its affiliates pursuant to Section 2(e) below and Employee fully complying with the requirements of Section 7.1covenants set forth in Sections 3, the Company shall4 and 5, subject Employee shall be entitled to the terms and conditions of this Agreement and conditioned upon the Company’s receipt of a written waiver, release and non-litigation agreement from Employee in form and substance reasonably satisfactory to the Consolidated Companies with respect to all liabilities of any Consolidated Company of any kind arising prior to and in connection with such termination (other than under Options and Section 7) (a “Release”), pay to or for the benefit of Employee or, if applicable, Employee’s heirs or estatefollowing benefits: (aA) with respect Cash severance payments equal in the aggregate to the Severance Period six (as defined in Section 7.5 below), 6) months of Employee’s base salary annual Base Salary at a rate equal to Employee’s salary rate as of the date time of termination, payable in accordance with Employer’s customary payroll practices as follows: in effect from time to time. (B) Continuation of Employee’s medical and health insurance benefits for a period equal to the lesser of (i) all amounts that would otherwise be payable with respect to the six (6) months immediately following Employee’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)) from the Company (a “Separation from Service”) shall be accrued and paid within five business days following, but in no event prior to, the six-month anniversary of Employee’s Separation of Service or, if earlier, the date of Employee’s death; and (ii) all amounts payable with respect the period ending on the date Employee first becomes entitled to portions medical and health insurance benefits under any plan maintained by any person for whom Employee provides services as an employee or otherwise. (C) In addition, solely if Employee is terminated without Cause following a “Change of Control,” any unvested stock options granted to Employee pursuant to this Agreement shall accelerate and immediately vest. (iii) For purposes of this Agreement, “Good Reason” shall mean: (A) a material reduction (without Employee’s express written consent) in Employee’s Base Salary, unless the reduction is made as part of, and is generally consistent with, a general reduction of executive salaries; or (B) Employer’s material breach (without Employee’s express written consent) of Section 1 of this Agreement; provided, that Employee has provided Employer written notice of the Severance Period material breach and Employer has not cured such breach within thirty (30) days following the six-month anniversary of Employee’s Separation of Service date Employee provides such notice. If Employer thereafter intentionally repeats the breach it previously cured, such breach shall no longer be paid in accordance with the Company’s customary pay schedule; and (b) Company health benefits coverage then in effect (with Company /Employee contributions remaining the same on a percentage basis as during the period immediately prior to termination) with respect to the Severance Period. The foregoing payment structure is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and shall be interpreted consistently with that intentdeemed curable.

Termination by Employee for Good Reason. or by Employer other than as a Result of Employee’s Death or Disability or other than for Cause; Change of Control. (i) Employee may terminate Employee’s employment hereunder for “Good Reason” (as hereinafter defined), if Good Reason exists, upon at least thirty (30) days’ prior written notice to Employer, and Employer may terminate Employee’s employment hereunder for any reason or for no reason, other than as a result of Employee’s death or Disability or for Cause, upon at least thirty (30) days’ prior written notice to Employee, in each case with the consequences set forth in this Section 2(c). (ii) If Employee's ’s employment is terminated by Employee for Good Reason during the Term or by Employer for any reason other than Employee’s death or Disability or other than for Cause, or if Employee’s employment is terminated without Cause following a “Change of Control” (but not as of an Expiration Datehereinafter defined), then, subject to Employee entering into and not revoking a release of claims in addition favor of Employer and its affiliates pursuant to Section 2(e) below and Employee fully complying with the requirements of Section 7.1covenants set forth in Sections 3, the Company shall4 and 5, subject Employee shall be entitled to the terms and conditions of this Agreement and conditioned upon the Company’s receipt of a written waiver, release and non-litigation agreement from Employee in form and substance reasonably satisfactory to the Consolidated Companies with respect to all liabilities of any Consolidated Company of any kind arising prior to and in connection with such termination (other than under Options and Section 7) (a “Release”), pay to or for the benefit of Employee or, if applicable, Employee’s heirs or estatefollowing benefits: (aA) with respect Cash severance payments equal in the aggregate to the Severance Period twelve (as defined in Section 7.5 below), 12) months of Employee’s base salary annual Base Salary at a rate equal to Employee’s salary rate as of the date time of termination, payable in accordance with Employer’s customary payroll practices as follows: in effect from time to time. (B) Continuation of Employee’s medical and health insurance benefits for a period equal to the lesser of (i) all amounts that would otherwise be payable with respect to the six twelve (12) months immediately following Employee’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)) from the Company (a “Separation from Service”) shall be accrued and paid within five business days following, but in no event prior to, the six-month anniversary of Employee’s Separation of Service or, if earlier, the date of Employee’s death; and or (ii) all amounts payable with respect the period ending on the date Employee first becomes entitled to portions medical and health insurance benefits under any plan maintained by any person for whom Employee provides services as an employee or otherwise. (C) In addition, solely if Employee is terminated without Cause following a “Change of Control,” any unvested stock options granted to Employee pursuant to this Agreement shall accelerate and immediately vest. (iii) For purposes of this Agreement, “Good Reason” shall mean: (A) a material reduction (without Employee’s express written consent) in Employee’s Base Salary, unless the reduction is made as part of, and is generally consistent with, a general reduction of executive salaries throughout the Summer Companies; (B) Employer’s material breach (without Employee’s express written consent) of this Agreement; (C) Employer filing for bankruptcy protection; or (D) Employer requesting Employee to engage in any illegal or fraudulent behavior; provided, that Employee has provided Employer written notice of the Severance Period material breach and Employer has not cured such breach within thirty (30) days following the six-month anniversary of Employee’s Separation of Service date Employee provides such notice. If Employer thereafter intentionally repeats the breach it previously cured, such breach shall no longer be paid in accordance with the Company’s customary pay schedule; and (b) Company health benefits coverage then in effect (with Company /Employee contributions remaining the same on a percentage basis as during the period immediately prior to termination) with respect to the Severance Period. The foregoing payment structure is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and shall be interpreted consistently with that intentdeemed curable.

Termination by Employee for Good Reason. If Employee's employment is terminated by Employee for Good Reason during the Term (but not as of an Expiration Date), then, in addition to complying with the requirements of Section 7.1, the Company shall, subject to the terms and conditions of this Agreement and conditioned upon the Company’s receipt of a written waiver, release and non-litigation agreement from Employee in form and substance reasonably satisfactory to the Consolidated Companies with respect to all liabilities of any Consolidated Company of any kind arising prior to and in connection with such termination (other than under Options and Section 7) (a “Release”), pay to or for the benefit of Employee or, if applicable, Employee’s heirs or estate: (a) with respect to the Severance Period (as defined in Section 7.5 below), Employee’s base salary at a rate equal to Employee’s salary rate as of the date of termination, payable as follows: (i) all amounts that would otherwise be payable with respect to the six months immediately following Employee’s “separation from service” (as defined in Treasury Regulation Section 1.409A-1(h)) from the Company (a “Separation from Service”) shall be accrued and paid within five business days following, but in no event prior to, the six-month anniversary of Employee’s Separation of Service or, if earlier, the date of Employee’s death; and (ii) all amounts payable with respect to portions of the Severance Period following the six-month anniversary of Employee’s Separation of Service shall be paid in accordance with the Company’s customary pay schedule; and (b) Company health benefits coverage then in effect (with Company /Employee contributions remaining the same on a percentage basis as during the period immediately prior to termination) with respect to the Severance Period. The foregoing payment structure is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and shall be interpreted consistently with that intent. 3. Section 7.4 of the Employment Agreement is hereby deleted in its entirety and replaced with the following: