Common use of Termination by Employer Without Cause Clause in Contracts

Termination by Employer Without Cause. Employer may also terminate Employee's employment without Cause upon ten days' notice to Employee. Upon termination of Employee's employment by Employer without Cause, all compensation and benefits to Employee hereunder shall cease and Employee shall be entitled to (1) any accrued but unpaid salary and unused vacation as of the date of such termination as required by California law, which shall be due and payable upon the effective date of such termination, (2) any unpaid bonus that may have been awarded to Employee under Section 5.2 prior to such date, which shall be due and payable in accordance with Employer's normal payroll practices or as otherwise required by California law, (3) payment of any Tax Gross-Up payment as provided in Section 5.5, (4) an amount, which shall be due and payable within ten days following the effective date of such termination, equal to six months' salary as provided in Section 5.1., provided, that if such termination occurs following a Change of Control (as hereinafter defined), then the amount described in this clause (4) shall be equal to 12 months' salary as provided in Section 5.1, and (5) continued participation, at Employer's cost and expense, of Employee and his dependents for a period of six months following such termination (12 months if such termination occurs following a Change of Control) in any Employer-sponsored group benefit plans in which Employee was participating as of the date of termination. Employee's right to the compensation and benefits provided for in clauses (3) through (5) of this Section 6.2 shall be conditioned upon Employee having executed and delivered to Employer a General Release of All Claims in the form attached hereto as Exhibit A. For purposes of this Section 6.2, a "Change of Control" shall have the meaning ascribed to the term "Corporate Transaction" in Employer's 2008 Stock Incentive Plan, as such Plan may be amended from time to time.

Termination by Employer Without Cause. Employer may also terminate Employee's ’s employment without Cause upon ten days' days notice to Employee. Upon termination of Employee's ’s employment by Employer without Cause, all compensation and benefits to Employee hereunder shall cease and Employee shall be entitled to payment of (1) any accrued but unpaid salary and unused vacation as of the date of such termination as required by California law, which shall be due and payable upon the effective date of such termination, and (2) as of the effective date of Employee’s termination, full (100%) and immediate vesting of all of Employee’s stock options and any unpaid bonus that may have been awarded to Employee under Section 5.2 prior to other equity awards based on Employer securities, such dateas restricted stock units, stock appreciation rights, performance units, etc., all of which shall be due and payable in accordance with Employer's normal payroll practices or as otherwise required by California lawremain exercisable for their full term, (3) payment of any Tax Gross-Up payment as provided described in Section 5.5, and (4) an amount, which shall be due and payable within ten days following the effective date of such termination, equal to six months' ’ salary as provided in Section 5.1., provided, provided that if such the date of termination occurs following a Change of Control (as hereinafter defined), then the amount salary and payment described in this clause (4) of this sentence shall instead be equal to 12 months' salary as provided in Section 5.1calculated using a 12-month “Severance Period” that commences on the date of termination and ends on the first anniversary of such termination date. In addition, Employer shall provide Employee and (5) his dependents with continued participation, at Employer's ’s cost and expense, of Employee and his dependents for a period of six 12 months following such termination (12 months if such termination occurs following a Change of Control) termination, in any Employer-sponsored group benefit plans in which Employee was participating as of the date of termination. Employee's right to the compensation Section 6.2(a)(2) and benefits provided for in clauses (36.2(b) through (5) of this Section 6.2 shall be are conditioned upon Employee having executed and delivered to Employer a Separation Agreement and General Release of All Claims in the form attached hereto as Exhibit A. For purposes of this Section 6.2, a "“Change of in Control" ” shall have the meaning ascribed to such term in Employer’s 2000 Long-Term Incentive Plan and shall also have the meaning ascribed to the term "“Corporate Transaction" ” in Employer's ’s 2008 Stock Incentive Plan, as each such Plan may be amended from time to time.

Termination by Employer Without Cause. Employer may also terminate Employee's employment without Cause upon ten days' notice to Employee. Upon termination of Employee's employment by Employer without Cause, all compensation and benefits to Employee hereunder shall cease and Employee shall be entitled to (1) any accrued but unpaid salary and unused vacation as of the date of such termination as required by California law, which shall be due and payable upon the effective date of such termination, (2) any unpaid bonus that may have been awarded to Employee under Section 5.2 prior to such date, which shall be due and payable in accordance with Employer's normal payroll practices or as otherwise required by California law, (3) payment of any Tax Gross-Up payment as provided in Section 5.5, (4) an amount, which shall be due and payable within ten days following the effective date of such termination, equal to six months' salary as provided in Section 5.1., provided, that if such termination occurs following a Change of Control (as hereinafter defined), then the amount described in this clause (4) shall be equal to 12 months' salary as provided in Section 5.1, and (5) continued participation, at Employer's cost and expense, of Employee and his her dependents for a period of six months following such termination (12 months if such termination occurs following a Change of Control) in any Employer-sponsored group benefit plans in which Employee was participating as of the date of termination. Employee's right to the compensation and benefits provided for in clauses (3) through (5) of this Section 6.2 shall be conditioned upon Employee having executed and delivered to Employer a General Release of All Claims in the form attached hereto as Exhibit A. For purposes of this Section 6.2, a "Change of Control" shall have the meaning ascribed to the term "Corporate Transaction" in Employer's 2008 Stock Incentive Plan, as such Plan may be amended from time to time.

Termination by Employer Without Cause. Employer may also terminate Employee's employment without Cause upon ten days' notice to Employee. Upon termination of Employee's employment by Employer without Cause, all compensation and benefits to Employee hereunder shall cease and Employee shall be entitled to (1) any accrued but unpaid salary and unused vacation as of the date of such termination as required by California law, which shall be due and payable upon the effective date of such termination, (2) any unpaid bonus that may have been awarded to Employee under Section 5.2 prior to such date, which shall be due and payable in accordance with Employer's normal payroll practices or as otherwise required by California law, (3) payment all of any Tax Gross-Up payment Employee's vested stock options and other equity awards as provided in Section 5.5of the date of terrmination of Employee's employment shall remain exercisable for their full term, (4) retain and have full ownership of all electronic devices provided to Employee (including, without limitation, a computer, telephone, tablet and printer), provided that all Employer confidential information shall be deleted by Employer from such devices before releasing them to Employee, (5) an amount, which shall be due and payable within ten days following the effective date of such termination, equal to six months' salary as provided in Section 5.1., provided, that if such termination occurs following a Change of Control (as hereinafter defined), then the amount described in this clause (45) shall be equal to 12 months' salary as provided in Section 5.1, and (56) continued participation, at Employer's cost and expense, of Employee and his dependents for a period of six months following such termination (12 months if such termination occurs following a Change of Control) in any Employer-sponsored group benefit plans in which Employee was participating as of the date of termination. Employee's right to the compensation and benefits provided for in clauses (35) through and (56) of this Section 6.2 shall be conditioned upon Employee having executed and delivered to Employer a General Release of All Claims in the form attached hereto as Exhibit A. For purposes of this Section 6.2, a "Change of Control" shall have the meaning ascribed to the term "Corporate Transaction" in Employer's 2008 Stock Incentive Plan, as such Plan may be amended from time to time.

Termination by Employer Without Cause. Employer may also terminate Employee's ’s employment without Cause upon ten days' notice to Employee. Upon termination of Employee's employment “cause” by Employer without Cause, all compensation and benefits providing to Employee hereunder at least fourteen (14) days prior written notice of such termination in accordance with Section 12 of this Agreement. If Employer terminates Employee’s employment without “cause” (as defined below), in addition to payment for services provided by Employee, Employer shall cease continue to pay to Employee his base salary (less applicable taxes and Employee shall be entitled to (1withholdings) any accrued but unpaid salary and unused vacation in effect as of the date of such the delivery of written notice of termination as required by California lawto him, which shall be due and payable upon the effective date of such termination, (2) any unpaid bonus that may have been awarded to Employee under Section 5.2 prior to such date, which shall be due and payable in accordance with Employer's normal payroll practices or as otherwise required by California law, (3) payment of any Tax Gross-Up payment as provided in Section 5.5, (4) an amount, which shall be due and payable within ten days following the effective date of such termination, equal to six months' salary as provided in Section 5.1., provided, that if such termination occurs following a Change of Control (as hereinafter defined), then the amount described in this clause (4) shall be equal to 12 months' salary as provided in Section 5.1, and (5) continued participation, at Employer's cost and expense, of Employee and his dependents for a period of six eighteen (18) months following such termination after the last day of his employment with Employer, provided that, (12 months if such termination occurs following i) Employee has been employed by Employer for at least one (1) year from the date of execution of this Agreement by Employee and (ii) on the last day of his employment with Employer, Employee executes and delivers to Employer a Change of Control) Separation Agreement, Release and Covenant Not to Xxx (which is intended to Employer from any and all possible claims Employee could bring against Employer). Employer’s current form Separation Agreement, Release and Covenant Not To Xxx is attached to this Agreement. However, Employer reserves the right to require Employee to sign a Separation Agreement and/or Release different from the form attached to this Agreement, as a precondition to receiving the post-employment payments described in any Employer-sponsored group benefit plans this Paragraph. In the event that the Separation Agreement and/or Release provided by Employer provides for a period in which Employee was participating as can revoke his acceptance of the date Separation Agreement and/or Release, then Employer will not be required to make any of terminationthe payments described in this Paragraph until the Employee’s right of revocation has expired. Employee's Further, in the event that the Separation Agreement and/or Release provides for a period in which Employee can revoke his acceptance of the Separation Agreement and/or Release and Employee invokes his right of revocation, then Employee will be entitled to no payments under this Section. If Employee is entitled to the compensation and benefits provided for in clauses (3) through (5) of this Section 6.2 shall be conditioned upon Employee having executed and delivered to payment described above, Employer a General Release of All Claims in the form attached hereto as Exhibit A. For purposes of this Section 6.2, a "Change of Control" shall have the meaning ascribed to the term "Corporate Transaction" in will make such payments on Employer's 2008 Stock Incentive Plan, as such Plan may be amended from time to time’s regular payroll dates.

Termination by Employer Without Cause. Employer may also terminate Employee's employment without Cause upon not less than ten days' days written notice to Employee. Upon the effective date of the termination of Employee's employment by Employer without CauseCause under this Section 6.2, all compensation and benefits to Employee hereunder shall cease and Employee shall be entitled to (a) a lump sum cash payment on the effective date of Employee's termination of employment of (1) any accrued but unpaid salary and unused vacation as of the date of such termination as required by California law, which shall be due and payable upon the effective date of such termination, (2) any accrued and unpaid bonus that as provided in Sections 5.1 and 5.2(b), and (3) such benefits, if any, to which Employee or his dependents or beneficiaries may have been awarded then be entitled as a participant under the employee benefit plans referred to Employee under in Section 5.2 prior to 5.6; (b) as of the effective date of Employee's termination, full (100%) and immediate vesting of all of Employee's stock options and any other equity awards based on Employer securities, such dateas restricted stock units, which stock appreciation rights, performance units, etc., and all stock options and other equity awards shall be due and payable in accordance with Employer's normal payroll practices or as otherwise required by California lawremain exercisable for their full term, (3c) payment of any Tax Gross-Up or Parachute Tax Gross-Up payment as provided described in Section 5.55.4, (4d) an amount, which shall be due and payable within ten days following the effective date of such termination, equal to six months' Employee's salary as provided in Section 5.1.5.2(a) that would otherwise be payable for the period (the "Severance Period") commencing on the date of termination of Employee's employment and ending on the first anniversary of such termination date, provided, provided that if such the date of termination occurs following a Change of Control (as hereinafter defined), then the amount salary described in this clause shall instead be calculated using a 24-month "Severance Period" that commences on the date of termination and ends on the second anniversary of such termination date, (4e) retain and have full ownership of all electronic devices provided to Employee (including, without limitation, a computer, telephone and tablet), provided that all Employer confidential information shall be equal deleted by Employer from such devices before releasing them to 12 months' salary as provided in Section 5.1Employee, and (5f) continued participation, at Employer's cost and expense, of Employee and his dependents dependents, for a period of six 12 months following such termination (12 months if such termination occurs following a Change of Control) termination, in any Employer-sponsored group benefit plans in which Employee was participating as of the date of termination. Employee's right rights to the compensation and benefits provided for in clauses under clause (3) through (5d) of this Section 6.2 shall be conditioned upon Employee having executed on Employee's prior execution and delivered delivery to Employer a of the General Release of All Claims in the form attached hereto as Exhibit A. For purposes of this Section 6.2, a "Change of Control" shall have the meaning ascribed to the term "Corporate Transaction" in Employer's 2008 Stock Incentive Plan, as such Plan may be amended from time to time.A.

Termination by Employer Without Cause. Employer may also terminate Employee's ’s employment without Cause upon ten days' ’ notice to Employee. Upon termination of Employee's ’s employment by Employer without Cause, all compensation and benefits to Employee hereunder shall cease and Employee shall be entitled to (1) any accrued but unpaid salary and unused vacation as of the date of such termination as required by California law, which shall be due and payable upon the effective date of such termination, (2) any unpaid bonus that may have been awarded to Employee under Section 5.2 prior to such date, which shall be due and payable in accordance with Employer's ’s normal payroll practices or as otherwise required by California law, (3) payment all of any Tax Gross-Up payment Employee’s vested stock options and other equity awards as provided in Section 5.5of the date of termination of Employee’s employment shall remain exercisable for their full term, (4) retain and have full ownership of all electronic devices provided to Employee (including, without limitation, a computer, telephone, tablet and printer), provided that all Employer confidential information shall be deleted by Employer from such devices before releasing them to Employee, (5) an amount, which shall be due and payable within ten days following the effective date of such termination, equal to six months' ’ salary as provided in Section 5.1., provided, that if such termination occurs following a Change of Control (as hereinafter defined), then the amount described in this clause (45) shall be equal to 12 months' ’ salary as provided in Section 5.1, any amount due under Section 5.2, and (56) continued participation, at Employer's ’s cost and expense, of Employee and his dependents for a period of six months following such termination (12 months if such termination occurs following a Change of Control) in any Employer-sponsored group benefit plans in which Employee was participating as of the date of termination. Employee's ’s right to the compensation and benefits provided for in clauses (35) through and (56) of this Section 6.2 shall be conditioned upon Employee having executed and delivered to Employer a General Release of All Claims in the form attached hereto as Exhibit A. For purposes of this Section 6.2, a "“Change of Control" ” shall have the meaning ascribed to the term "“Corporate Transaction" ” in Employer's 2008 ’s 2019 Stock Incentive Plan, as such Plan may be amended from time to time.

Termination by Employer Without Cause. Employer may also terminate Employee's employment without Cause upon not less than ten days' days written notice to Employee. Upon the effective date of the termination of Employee's employment by Employer without CauseCause under this Section 6.2, all compensation and benefits to Employee hereunder shall cease and Employee shall be entitled to (a) a lump sum cash payment on the effective date of Employee's termination of employment of (1) any accrued but unpaid salary and unused vacation as of the date of such termination as required by California law, which shall be due and payable upon the effective date of such termination, (2) any unpaid bonus that may have been accrued by or awarded to Employee under Section 5.2 Sections 5.1 and 5.2(b) prior to such date, and (3) such benefits, if any, to which shall Employee or his dependents or beneficiaries may then be due and payable entitled as a participant under the employee benefit plans referred to in accordance with Employer's normal payroll practices or as otherwise required by California lawSection 5.6, (3b) as of the effective date of Employee's termination, full (100%) and immediate vesting of all of Employee'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 for their full term, (c) payment of any Tax Gross-Up or Parachute Tax Gross-Up payment as provided described in Section 5.55.4, (4d) an amount, which shall be due and payable within ten days following the effective date of such termination, equal to six months' Employee's salary as provided in Section 5.1.5.2(a) that would otherwise be payable for the period (the "Severance Period") commencing on the date of termination of Employee's employment and ending on the first anniversary of such termination date, provided, provided that if such the date of termination occurs following a Change of Control (as hereinafter defined), then the amount salary described in this clause shall instead be calculated using a 24-month "Severance Period" that commences on the date of termination and ends on the second anniversary of such termination date, (4e) retain and have full ownership of all electronic devices provided to Employee (including, without limitation, a computer, telephone and tablet), provided that all Employer confidential information shall be equal deleted by Employer from such devices before releasing them to 12 months' salary as provided in Section 5.1Employee, and (5f) continued participation, at Employer's cost and expense, of Employee and his dependents dependents, for a period of six 12 months following such termination (12 months if such termination occurs following a Change of Control) termination, in any Employer-sponsored group benefit plans in which Employee was participating as of the date of termination. Employee's right rights to the compensation payments and benefits provided for in under clauses (3b) through (5f) of this Section 6.2 shall be conditioned upon Employee having executed on Employee's prior execution and delivered delivery to Employer a of the General Release of All Claims in the form attached hereto as Exhibit A. For purposes of this Section 6.2, a "Change of Control" shall have the meaning ascribed to the term "Corporate Transaction" in Employer's 2008 Stock Incentive Plan, as such Plan may be amended from time to time.A.

Termination by Employer Without Cause. Employer may also terminate Employee's ’s employment without Cause upon not less than ten days' days written notice to Employee. Upon the effective date of the termination of Employee's ’s employment by Employer without CauseCause under this Section 6.2, all compensation and benefits to Employee hereunder shall cease and Employee shall be entitled to (a) a lump sum cash payment on the effective date of Employee’s termination of employment of (1) any accrued but unpaid salary and unused vacation as of the date of such termination as required by California law, which shall be due and payable upon the effective date of such termination, (2) any accrued but unpaid bonus that may have been awarded to Employee due under Section 5.2 for any annual period ended prior to the date of such date, which shall be due and payable in accordance with Employer's normal payroll practices or as otherwise required by California lawtermination, (3) the minimum bonus described in Section 5.2 applied to the base salary as if paid through the end of the Term, (4) such benefits, if any, to which Employee or his dependents or beneficiaries may then be entitled as a participant under the employee benefit plans referred to in Section 5.6, (b) as of the effective date of Employee’s termination, full (100%) and immediate vesting of all of Employee’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 for their full term, (c) payment of any Tax Gross-Up or Parachute Tax Gross-Up payment as provided described in Section 5.55.4, (4d) an amount, which shall be due and payable within ten days following the effective date of such termination, equal to six months' the sum of (1) Employee’s salary as provided in Section 5.1.5.1 and (2) the minimum bonus under Section 5.2 that would otherwise be payable for the period (the “Severance Period”) commencing on the date of termination of Employee’s employment and ending on the first anniversary of such termination date, provided, provided that if such the date of termination occurs following a Change of Control (as hereinafter defined), then the amount salary and bonus payments described in clauses (1) and (2) of this clause (46.2(d) shall instead be equal calculated using a 24-month “Severance Period” that commences on the date of termination and ends on the second anniversary of such termination date. In addition, Employer shall (a) permit Employee to 12 months' salary as retain and have full ownership of all electronic devices provided in Section 5.1to Employee (including, without limitation, a computer, telephone and tablet); provided that all Employer confidential information shall be deleted from such devices before releasing them to Employee, and (5b) provide Employee and his dependents with continued participation, at Employer's ’s cost and expense, of Employee and his dependents for a period of six 12 months following such termination (12 months if such termination occurs following a Change of Control) termination, in any Employer-sponsored group benefit plans in which Employee was participating as of the date of termination. Employee's right to the compensation The payments and benefits provided for in clauses (3) through (5) of this Section 6.2 shall be are conditioned upon Employee having executed on Employee’s execution and delivered delivery to Employer a of the Separation Agreement and General Release of All Claims in the form attached hereto as Exhibit A. For purposes of this Section 6.2, a "Change of Control" shall have the meaning ascribed to the term "Corporate Transaction" in Employer's 2008 Stock Incentive Plan, as such Plan may be amended from time to time.A.

Termination by Employer Without Cause. Employer may also terminate Employee's ’s employment without Cause upon ten days' notice to Employee. Upon termination of Employee's employment “cause” by Employer without Cause, all compensation and benefits providing to Employee hereunder shall cease at least thirty (30) days prior written notice of such termination in accordance with Section 12 of this Agreement. If Employer terminates Employee’s employment without “cause” (as defined below), in addition to payment for services provided by Employee, Employer shall: (i) continue to pay to Employee his base salary (less applicable taxes and Employee shall be entitled to (1withholdings) any accrued but unpaid salary and unused vacation in effect as of the date of such the delivery of written notice of termination as required by California lawto him, which shall be due and payable upon for a period of twelve (12) months after the effective date last day of such termination, (2) any unpaid bonus that may have been awarded to Employee under Section 5.2 prior to such date, which shall be due and payable in accordance his employment with Employer's normal payroll practices or as otherwise required by California law, ; and (3ii) reimburse Employee for the payment of any Tax Gross-Up the COBRA premiums he incurs to continue insurance for himself and his dependents (such reimbursement shall commence immediately upon Employee’s payment as provided in Section 5.5, (4) an amount, which shall be due of the first COBRA premium after the last day of his employment and payable within ten days following continue until the effective date of such termination, equal to six months' salary as provided in Section 5.1., provided, that if such termination occurs following a Change of Control (as hereinafter defined), then the amount described in this clause (4) shall be equal to 12 months' salary as provided in Section 5.1, and (5) continued participation, at Employer's cost and expense, earlier of Employee and his dependents becoming insured or twelve (12) months after the Employment Separation); provided that Employee strictly complies with the restrictions contained in Sections 7 and 8 of this Agreement and Employee executes and delivers to Employer a Separation Agreement, Release and Covenant Not to Xxx (which is intended to protect Employer from any and all possible claims Employee could bring against Employer). Employer’s current form Separation Agreement, Release and Covenant Not To Xxx is attached to this Agreement. However, Employer reserves the right to require Employee to sign a Separation Agreement different from the form attached to this Agreement, as a precondition to receiving the post-employment payments described in this Paragraph. Employer will commence making payments in accordance with the Separation Agreement, including any period provided in which Employee can revoke his acceptance of the Separation Agreement. Further, in the event that the Separation Agreement provides for a period of six months following such termination (12 months if such termination occurs following a Change of Control) in any Employer-sponsored group benefit plans in which Employee was participating as can revoke his acceptance of the Separation Agreement and Employee invokes his right of revocation, then Employee will be entitled to no payments under this Section. If Employee is entitled to the payment described above, Employer will make such payments on Employer’s regular payroll dates in effect on the date of termination. Employee's right to the compensation and benefits provided for in clauses (3) through (5) of this Section 6.2 shall be conditioned upon Employee having executed and delivered to Employer a General Release of All Claims in the form attached hereto as Exhibit A. For purposes of this Section 6.2, a "Change of Control" shall have the meaning ascribed to the term "Corporate Transaction" in Employer's 2008 Stock Incentive Plan, as such Plan may be amended from time to time.

Termination by Employer Without Cause. Employer may also terminate Employee's ’s employment without Cause upon not less than ten days' days written notice to Employee. Upon the effective date of the termination of Employee's ’s employment by Employer without CauseCause under this Section 6.2, all compensation and benefits to Employee hereunder shall cease and Employee shall be entitled to (a) a lump sum cash payment on the effective date of Employee’s termination of employment of (1) any accrued but unpaid salary and unused vacation as of the date of such termination as required by California law, which shall be due and payable upon the effective date of such termination, (2) any accrued but unpaid bonus that may have been awarded to Employee due under Section 5.2 for any annual period ended prior to the date of such date, which shall be due and payable in accordance with Employer's normal payroll practices or as otherwise required by California lawtermination, (3) the minimum bonus described in Section 5.2 applied to the base salary as if paid through the end of the Term, (4) such benefits, if any, to which Employee or his dependents or beneficiaries may then be entitled as a participant under the employee benefit plans referred to in Section 5.6, (b) as of the effective date of Employee’s termination, full (100%) and immediate vesting of all of Employee’s restricted stock and stock options and any other equity awards based on Employer securities, such as restricted stock units, stock appreciation rights, performance units, etc., all of which shall remain exercisable for their full term, (c) payment of any Tax Gross-Up or Parachute Tax Gross-Up payment as provided described in Section 5.55.4, (4d) an amount, which shall be due and payable within ten days following the effective date of such termination, equal to six months' the sum of (1) Employee’s salary as provided in Section 5.1.5.1 and (2) the minimum bonus under Section 5.2 that would otherwise be payable for the period (the “Severance Period”) commencing on the date of termination of Employee’s employment and ending on the first anniversary of such termination date, provided, provided that if such the date of termination occurs following a Change of Control (as hereinafter defined), then the amount salary and bonus payments described in this clause clauses (41) shall be equal to 12 months' salary as provided in Section 5.1, and (52) of this sentence shall instead be calculated using a 24-month “Severance Period” that commences on the date of termination and end on the second anniversary of such termination date. In addition, Employer shall provide Employee and his dependents with continued participation, at Employer's ’s cost and expense, of Employee and his dependents for a period of six 12 months following such termination (12 months if such termination occurs following a Change of Control) termination, in any Employer-sponsored group benefit plans in which Employee was participating as of the date of termination. Employee's right to the compensation Section 6.2(a)(2) and benefits provided for in clauses (3) through (5) of this Section 6.2 6.2(b), Employee shall be conditioned upon Employee having have executed and delivered to Employer a Separation Agreement and General Release of All Claims in the form attached hereto as Exhibit A. For purposes of this Section 6.2, a "Change of Control" shall have the meaning ascribed to the term "Corporate Transaction" in Employer's 2008 Stock Incentive Plan, as such Plan may be amended from time to time.A.

Termination by Employer Without Cause. Employer may also terminate Employee's ’s employment without Cause upon ten days' notice to Employee. Upon termination of Employee's employment “cause” by Employer without Cause, all compensation and benefits providing to Employee hereunder shall cease and at least thirty (30) days prior written notice of such termination in accordance with Section 12 of this Agreement. If Employer terminates Employee’s employment without “cause” (as defined below), in addition to payment for services provided by Employee, Employer shall: (i) continue to pay to Employee shall be entitled to (1) any accrued but unpaid her base salary and unused vacation (less applicable taxes and withholdings) in effect as of the date of such the delivery of written notice of termination as required by California lawto her, which shall be due and payable upon the effective date of such termination, (2) any unpaid bonus that may have been awarded to Employee under Section 5.2 prior to such date, which shall be due and payable in accordance with Employer's normal payroll practices or as otherwise required by California law, (3) payment of any Tax Gross-Up payment as provided in Section 5.5, (4) an amount, which shall be due and payable within ten days following the effective date of such termination, equal to six months' salary as provided in Section 5.1., provided, that if such termination occurs following a Change of Control (as hereinafter defined), then the amount described in this clause (4) shall be equal to 12 months' salary as provided in Section 5.1, and (5) continued participation, at Employer's cost and expense, of Employee and his dependents for a period of six eighteen (18) months following after the last day of her employment with Employer; and (ii) reimburse Employee for the payment of the COBRA premiums she incurs to continue insurance for herself and her dependents (such termination reimbursement shall commence immediately upon Employee’s payment of the first COBRA premium after the last day of her employment and continue until the earlier of Employee and her dependents becoming insured or eighteen (12 18) months if such termination occurs following after the Employment Separation); provided that Employee strictly complies with the restrictions contained in Sections 7 and 8 of this Agreement and Employee executes and delivers to Employer a Change of Control) Separation Agreement, Release and Covenant Not to Xxx (which is intended to protect Employer from any and all possible claims Employee could bring against Employer). Employer’s current form Separation Agreement, Release and Covenant Not To Xxx is attached to this Agreement. However, Employer reserves the right to require Employee to sign a Separation Agreement different from the form attached to this Agreement, as a precondition to receiving the post-employment payments described in this Paragraph. Employer will commence making payments in accordance with the Separation Agreement, including any Employer-sponsored group benefit plans period provided in which Employee was participating as can revoke her acceptance of the Separation Agreement. Further, in the event that the Separation Agreement provides for a period in which Employee can revoke her acceptance of the Separation Agreement and Employee invokes her right of revocation, then Employee will be entitled to no payments under this Section. If Employee is entitled to the payment described above, Employer will make such payments on Employer’s regular payroll dates in effect on the date of termination. Employee's right to the compensation and benefits provided for in clauses (3) through (5) of this Section 6.2 shall be conditioned upon Employee having executed and delivered to Employer a General Release of All Claims in the form attached hereto as Exhibit A. For purposes of this Section 6.2, a "Change of Control" shall have the meaning ascribed to the term "Corporate Transaction" in Employer's 2008 Stock Incentive Plan, as such Plan may be amended from time to time.

Termination by Employer Without Cause. The Employer may also terminate Employee------------------------------------- the Executive's employment without Cause upon ten services and this Agreement at any time and for any reason or no reason whatsoever by giving thirty (30) days' prior written notice to Employeethe Executive. Upon termination of Employee's employment In the event the Executive is terminated by the Employer without for any reason other than for Cause, all compensation and benefits to Employee hereunder as defined below, the Executive shall cease and Employee shall (i) be entitled to a severance payment in an amount equal to (1A) any accrued but unpaid salary and unused vacation twelve (12) months' Base Salary, plus (B) the pro rata portion of the Incentive Bonus allocable to ---- the Executive for the year in which the termination occurs, using the Executive's percentage of the Incentive Bonus Plan, or 25%, whichever is greater, for the previous year (the "Pro-Rated Bonus"), plus (C) Incentive ---- Compensation for the thirty-six (36) months immediately succeeding the Employment Period in an amount for such period which shall be determined as follows: the amount of the Incentive Compensation shall be calculated by obtaining the product of (I) the Executive's allocation percentage of the Incentive Bonus Pool (as such Pool is defined in Exhibit A to this Agreement) for the year immediately preceding the Executive's termination, or 25%, whichever is greater, times (II) the net income to the Employer (for the first, second or third twelve-month period, as applicable, after the termination of the Executive) which is allocable to the Booked Assets (as defined below) of the Employer as of the date of such termination as required by California law, which shall be due and payable upon the effective date of such Executive's termination, plus (2D) any unpaid bonus that may have been awarded to Employee under Section 5.2 prior to such date, which shall be due and payable in accordance with Employer's normal payroll practices or as otherwise required by California law, the acceleration of the vesting of all of (3) payment of any Tax Gross-Up payment as provided in Section 5.5, (4) an amount, which shall be due and payable within ten days following the effective date of such termination, equal to six months' salary as provided in Section 5.1., provided, that if such termination occurs following a Change of Control (as hereinafter definedB), then ---- (C) and (D) being in the amount described in this clause (4) shall be equal to 12 months' salary as provided in Section 5.1aggregate, the "Severance Payment"), and (5ii) continued participation, at Employer's cost be subject to the terms and expense, provisions of Employee and his dependents said Section 8(b) for a period of six months one (1) year following such termination (12 months if such termination occurs following a Change of Control) in any Employer-sponsored group benefit plans in which Employee was participating as of the date of termination. Employee's , provided, however, that the Executive may at the time of his termination waive his right to receive the compensation Severance Payment and benefits provided for in clauses (3) through (5) be released from his obligation and liability with respect to Section 8 of this Agreement. If the Executive is terminated pursuant to this Section 6.2 6(a), then in addition to the Severance Payment, and subject to acceptance of the Severance Payment by the Executive, all transfer restrictions applicable to any shares of the stock of The WMF Group, Ltd. which were issued with respect to the Employer's acquisition of the assets of Carbon Mesa Advisors, Inc. or Strategic Real Estate Partners and which is owned by the Employer shall be conditioned upon Employee having executed and delivered to Employer a General Release of All Claims in the form attached hereto as Exhibit A. terminated. For purposes of this Agreement, the Booked Assets shall mean (i) any assets or agreements producing income for the benefit of the Employer which were acquired or originated by the Employer during the Employment Period, and (ii) all prospective assets or agreements which are anticipated to produce income for the benefit of the Employer which on the date of the Executive's termination are the subject of a binding contract by the Employer and which are acquired or funded on or before the 90th day after the date of the Executive's termination. For purposes of determining the Incentive Compensation pursuant to this Section 6.26(a), a "Change of Control" net income allocable to Booked Assets shall have mean (i) the meaning ascribed revenue allocable for the respective year to the term "Corporate Transaction" in Booked Assets, less (ii) an amount with respect ---- to the Employer's 2008 Stock expenses for the respective year, which amount shall be determined for each year by obtaining the product of (x) the Employer's overhead expenses for the year, times (y) a fraction the numerator of which is the ----- revenue for the year allocable to the Booked Assets and the denominator of which is the revenue for the year allocable to all of the revenue of the Booked Assets. Notwithstanding anything to the contrary in this Agreement, the Executive shall not be entitled to receive any Incentive PlanAdvance as a part of the Severance Payment, as such Plan may and Severance Payment shall not be amended from time deemed to timeinclude any Incentive Advance. Further notwithstanding anything in this Section 6(a) to the contrary, the Executive shall not be subject to the terms and provisions of Section 8(b) in the event that his services are terminated by the Employer without Cause during or after the fourth (4th) year of the Employment Period.

Termination by Employer Without Cause. The Employer may also terminate Employee------------------------------------- the Executive's employment without Cause upon ten services and this Agreement at any time and for any reason or no reason whatsoever by giving thirty (30) days' prior written notice to Employeethe Executive. Upon termination of Employee's employment In the event the Executive is terminated by the Employer without for any reason other than for Cause, all compensation and benefits to Employee hereunder as defined below, the Executive shall cease and Employee shall (i) be entitled to a severance payment in an amount equal to (1A) any accrued but unpaid salary and unused vacation twelve (12) months' Base Salary, plus (B) the pro rata portion of the Incentive Bonus allocable to ---- the Executive for the year in which the termination occurs, using the Executive's percentage of the Incentive Bonus Plan, or 25%, whichever is greater, for the previous year (the "Pro-Rated Bonus"), plus (C) Incentive ---- Compensation for the thirty-six (36) months immediately succeeding the Employment Period in an amount for such period which shall be determined as follows: the amount of the Incentive Compensation shall be calculated by obtaining the product of (I) the Executive's allocation percentage of the Incentive Bonus Pool (as such Pool is defined in Exhibit A to this Agreement) for the year immediately preceding the Executive's termination, or 25%, whichever is greater, times (II) the net income to the Employer (for the first, second or third twelve-month period, as applicable, after the termination of the Executive) which is allocable to the Booked Assets (as defined below) of the Employer as of the date of such termination as required by California law, which shall be due and payable upon the effective date of such Executive's termination, plus (2D) any unpaid bonus that may have been the acceleration of the vesting of all of the ---- options awarded to Employee under Section 5.2 prior the Executive pursuant to such date, which shall be due and payable in accordance with Employer's normal payroll practices or as otherwise required by California lawthe Award Agreement ((A), (3) payment of any Tax Gross-Up payment as provided in Section 5.5B), (4C) an amountand (D) being in the aggregate, which shall be due and payable within ten days following the effective date of such termination, equal to six months' salary as provided in Section 5.1., provided, that if such termination occurs following a Change of Control (as hereinafter defined"Severance Payment"), then the amount described in this clause (4) shall be equal to 12 months' salary as provided in Section 5.1, and (5ii) continued participation, at Employer's cost be subject to the terms and expense, provisions of Employee and his dependents said Section 8(b) for a period of six months one (1) year following such termination (12 months if such termination occurs following a Change of Control) in any Employer-sponsored group benefit plans in which Employee was participating as of the date of termination. Employee's , provided, however, that the Executive may at the time of his termination waive his right to receive the compensation Severance Payment and benefits provided for in clauses (3) through (5) be released from his obligation and liability with respect to Section 8 of this Agreement. If the Executive is terminated pursuant to this Section 6.2 6(a), then in addition to the Severance Payment, and subject to acceptance of the Severance Payment by the Executive, all transfer restrictions applicable to any shares of the stock of The WMF Group, Ltd. which were issued with respect to the Employer's acquisition of the assets of Carbon Mesa Advisors, Inc. or Strategic Real Estate Partners and which is owned by the Employer shall be conditioned upon Employee having executed and delivered to Employer a General Release of All Claims in the form attached hereto as Exhibit A. terminated. For purposes of this Agreement, the Booked Assets shall mean (i) any assets or agreements producing income for the benefit of the Employer which were acquired or originated by the Employer during the Employment Period, and (ii) all prospective assets or agreements which are anticipated to produce income for the benefit of the Employer which on the date of the Executive's termination are the subject of a binding contract by the Employer and which are acquired or funded on or before the 90th day after the date of the Executive's termination. For purposes of determining the Incentive Compensation pursuant to this Section 6.26(a), a "Change of Control" net income allocable to Booked Assets shall have mean (i) the meaning ascribed revenue allocable for the respective year to the term "Corporate Transaction" in Booked Assets, less (ii) an amount with respect ---- to the Employer's 2008 Stock expenses for the respective year, which amount shall be determined for each year by obtaining the product of (x) the Employer's overhead expenses for the year, times (y) a fraction the numerator of which is the ----- revenue for the year allocable to the Booked Assets and the denominator of which is the revenue for the year allocable to all of the revenue of the Booked Assets. Notwithstanding anything to the contrary in this Agreement, the Executive shall not be entitled to receive any Incentive PlanAdvance as a part of the Severance Payment, as such Plan may and Severance Payment shall not be amended from time deemed to timeinclude any Incentive Advance. Further notwithstanding anything in this Section 6(a) to the contrary, the Executive shall not be subject to the terms and provisions of Section 8(b) in the event that his services are terminated by the Employer without Cause during or after the fourth (4th) year of the Employment Period.

Termination by Employer Without Cause. Employer may also terminate Employee's ’s employment without Cause upon ten days' notice Cause; provided, however, that Employer shall remain obligated to continue paying in accordance with Section 4.2 Employee’s Base Salary at the time of termination for a period of six months following the termination. Upon any termination of Employee's employment by Employer without Causepursuant to this Section 5.2, all compensation and benefits to Employee hereunder shall cease and Employee shall be entitled to (1) payment of any accrued but unpaid salary and unused vacation time (only as accrued as of the date of such termination as required by California law, which shall be due provided in this Agreement and payable upon the effective date of such termination, (2) any unpaid bonus that may have been awarded to Employee under Section 5.2 prior to such date, which shall be due and payable in accordance with Employer's normal payroll practices or as otherwise required by California applicable law, (3) payment and reimbursement of any Tax Gross-Up payment as provided in Section 5.5, (4) an amount, which shall be due and payable within ten days following the effective date of such termination, equal to six months' salary as provided in Section 5.1., provided, that if such termination occurs following a Change of Control (as hereinafter defined), then the amount described in this clause (4) shall be equal to 12 months' salary as provided in Section 5.1, and (5) continued participation, at Employer's cost and expense, of Employee and his dependents for a period of six months following such termination (12 months if such termination occurs following a Change of Control) in any Employer-sponsored group benefit plans in which Employee was participating business expenses accrued but unpaid as of the date of termination. If during the Term, there is a Change of Control of Employer and (i) the Employee is terminated without Cause, (ii) the compensation, benefits, title, or duties of Employee under this Agreement are significantly reduced, or (iii) Employee must relocate more than 50 miles from his current residence, Employee shall be considered terminated by Employer without Cause and Employer or any successor to Employer shall remain obligated to continue paying in accordance with Section 4.2 Employee’s Base Salary at the time of termination for a period of twelve months following the date of termination, with all of the benefits and payments due Employee as detailed in this Section 5.2. Change of Control shall mean any of the following transactions, provided, however, that the Company shall determine whether multiple or successive transactions are related to constitute a Change in Control, and its determination shall be final, binding and conclusive: (1) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company's right to then outstanding voting securities; (2) the compensation and benefits provided for in clauses consummation of the sale, liquidation or disposition by the Company of all or substantially all of the Company's assets; or (3) through the consummation of a merger, consolidation, reorganization or other corporation transaction involving the Company, in each case, in which the voting securities of the Company outstanding immediately prior thereto do not continue to represent (5either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least 50% of this Section 6.2 shall be conditioned upon Employee having executed and delivered to Employer a General Release the total voting power represented by the voting securities of All Claims in the form attached hereto as Exhibit A. For purposes of this Section 6.2, a "Change of Control" shall have the meaning ascribed to the term "Corporate Transaction" in Employer's 2008 Stock Incentive Plan, as Company or such Plan may be amended from time to timesurviving entity or its parent outstanding immediately after such transaction.

Termination by Employer Without Cause. Employer may also terminate Employee's ’s employment without Cause upon ten days' notice Cause; provided, however, that Employer shall remain obligated to continue paying in accordance with Section 4.2 Employee’s Base Salary at the time of termination for a period of six months following the termination. Upon any termination of Employee's employment by Employer without Causepursuant to this Section 5.2, all compensation and benefits to Employee hereunder shall cease and Employee shall be entitled to (1) payment of any accrued but unpaid salary and unused vacation time (only as accrued as of the date of such termination as required by California law, which shall be due provided in this Agreement and payable upon the effective date of such termination, (2) any unpaid bonus that may have been awarded to Employee under Section 5.2 prior to such date, which shall be due and payable in accordance with Employer's normal payroll practices or as otherwise required by California applicable law, (3) payment and reimbursement of any Tax Gross-Up payment as provided in Section 5.5, (4) an amount, which shall be due and payable within ten days following the effective date of such termination, equal to six months' salary as provided in Section 5.1., provided, that if such termination occurs following a Change of Control (as hereinafter defined), then the amount described in this clause (4) shall be equal to 12 months' salary as provided in Section 5.1, and (5) continued participation, at Employer's cost and expense, of Employee and his dependents for a period of six months following such termination (12 months if such termination occurs following a Change of Control) in any Employer-sponsored group benefit plans in which Employee was participating business expenses accrued but unpaid as of the date of termination. If during the Term, there is a Change of Control of Employer and (i) the Employee is terminated without Cause, (ii) the compensation, benefits, title, or duties of Employee under this Agreement are significantly reduced, or (iii) Employee must relocate more than 50 miles from his current residence, Employee shall be considered terminated by Employer without Cause and Employer or any successor to Employer shall remain obligated to continue paying in accordance with Section 4.2 Employee’s Base Salary at the time of termination for a period of twelve months following the date of termination, with all of the benefits and payments due Employee as detailed in this Section 5.2. Change of Control shall mean any of the following transactions, provided, however, that the Company shall determine whether multiple or successive transactions are related to constitute a Change in Control, and its determination shall be final, binding and conclusive: (1) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company's right to then outstanding voting securities; (2) the compensation and benefits provided for in clauses consummation of the sale, liquidation or disposition by the Company of all or substantially all of the Company's assets; or (3) through the consummation of a merger, consolidation, reorganization or other corporation transaction involving the Company, in each case, in which the voting securities of the Company outstanding immediately prior thereto do not continue to represent (5either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such transaction. All remaining provisions of the Employment Agreement shall remain in full force and effect. By signing below, each party acknowledges that he or it has read and understands this Second Amendment, and each party agrees to be bound by the terms of this Section 6.2 shall be conditioned upon Employee having executed Second Amendment. EMPLOYER EMPLOYEE Galena Biopharma, Inc. By: /s/ Xxxx X. Xxxxxxxx By: /s/ Xxxxx Xxxxxxxx Xxxx X. Xxxxxxxx, Ph.D. Xxxxx Xxxxxxxx, M.D. President and delivered to Employer a General Release of All Claims in the form attached hereto as Exhibit A. For purposes of this Section 6.2, a "Change of Control" shall have the meaning ascribed to the term "Corporate Transaction" in Employer's 2008 Stock Incentive Plan, as such Plan may be amended from time to time.Chief Executive Officer