Common use of Termination by Executive Without Good Reason Clause in Contracts

Termination by Executive Without Good Reason. If the Executive’s employment is terminated by the Executive without Good Reason including a resignation by the Executive without Good Reason and including an election not to renew this Agreement by the Executive, the Company will pay the Executive the Accrued Obligations as provided in Section 7(a)(i) above but the Executive shall not be entitled to the Severance Payment, Pro-rated Bonus and accelerated vesting set forth in Sections 7(a)(i), (ii) and (iv) hereof; provided, however, the Company shall allow the Executive and his dependents, at the Company’s cost, during the Non-Compete Period (hereinafter defined), to continue to participate in the Company’s Other Benefits in effect as of the Date of Termination as provided and paid in the manner set forth in Section 7(a)(iii), but only through the expiration of the Non-Compete Period. If the Executive engages in regular employment after his Date of Termination with any organization, any employee welfare benefits received by the Executive in consideration of such employment which are similar in nature to the Other Benefits provided by the Company will relieve the Company of its obligation under this Section 7(c) to provide comparable benefits to the extent of the benefits so received, and such benefit hereunder shall be forfeited. In addition, subject to the Executive honoring the non-compete covenant in Section 10(a) hereof, the Company shall pay the Executive a non-compete payment (the “Non-Compete Payment”) equal to the Severance Payment determined with a Severance Multiple equal to one (1). Subject to the Executive honoring the non-compete covenant in Section 10(a) hereof, the Non-Compete Payment shall be paid monthly over the one-year Non-Compete Period following the Date of Termination in equal monthly installments of one-twelfth (1/12th) of the Non-Compete Payment.

Termination by Executive Without Good Reason. If At any time during the Executive’s Term, Executive may terminate his employment is terminated by the Executive without Good Reason including a resignation by upon the Executive without Good Reason giving of not less than sixty (60) days' advance written notice to the Company and including an election not to renew this Agreement by the Executive, his employment with the Company will pay terminate at the Executive end of the Accrued Obligations as provided day on the last day in Section 7(a)(i) above but the Executive shall not be entitled to the Severance Payment, Pro-rated Bonus and accelerated vesting set forth in Sections 7(a)(i), (ii) and (iv) hereofthat notice period; provided, however, that the Company may, but need not, elect one or more of the following options: (i) make the termination effective immediately; (ii) require Executive to continue to perform his duties to the Company during the notice period; (iii) limit or impose reasonable restrictions on Executive’s activities during the notice period; or (iv) accept his notice of termination as a resignation prior to the date specified by him in his notice of termination at any time during the notice period. The Company shall allow the pay Executive his Base Salary and his dependents, at all benefits in accordance with the Company’s costpayroll practices then in effect through the notice period so long as he is required to provide and continues to so provide services to the Company, during provided that if the Non-Compete Period Company elects options (hereinafter defined)i) or (iv) above, Company shall be obligated to continue to participate pay Executive his Base Salary and all benefits through the notice period. Upon termination, whether at the end of the notice period specified by Executive in his notice or earlier as may be elected by the Company, the Company’s Other Benefits in effect as of the Date of Termination as provided obligation to pay or provide Executive with compensation and paid in the manner set forth in Section 7(a)(iii)benefits under this Agreement will immediately terminated, but only through the expiration of the Non-Compete Period. If the Executive engages in regular employment after his Date of Termination with any organization, any employee welfare benefits received by the Executive in consideration of such employment which are similar in nature to the Other Benefits provided by except that the Company will relieve pay or provide Executive with the Company Accrued Compensation within thirty (30) days after the Termination Date. Any benefits payable under insurance, retirement, bonus and/or profit-sharing plans, as a result of its obligation under this Section 7(c) to provide comparable benefits to the extent of the benefits so receivedExecutive’s eligibility and participation in such plans through such date, and such benefit hereunder shall be forfeitedpaid when due under those plans. In addition, subject to Other than the Executive honoring the non-compete covenant in Section 10(a) hereofforegoing, the Company shall pay the will have no further obligations to Executive a non-compete payment (the “Non-Compete Payment”) equal to the Severance Payment determined with a Severance Multiple equal to one (1). Subject to the Executive honoring the non-compete covenant in Section 10(a) hereof, the Non-Compete Payment shall be paid monthly over the one-year Non-Compete Period following the Date of Termination in equal monthly installments of one-twelfth (1/12th) of the Non-Compete Paymentunder this Agreement.

Termination by Executive Without Good Reason. If Notwithstanding the provisions of Sections 5(a) and 5(b) of this Agreement, the Executive may terminate the employment relationship at any time for any reason by giving the Company written notice at least forty-five (45) days prior to the effective date of termination. The Company, at its election, may (i) require the Executive to continue to perform his duties hereunder for the full forty-five (45) day notice period, or (ii) terminate the Executive’s employment is terminated at any time during such 45-day notice period (but any such termination by the Executive Company shall not be deemed to be a termination of the Executive’s employment without Good Reason including a resignation Cause). Unless otherwise provided by this Section 5, all compensation and benefits paid by the Executive without Good Reason and including an election not Company to renew this Agreement by the Executive, the Company will pay the Executive the Accrued Obligations as provided in Section 7(a)(i) above but the Executive shall not be entitled to cease upon his last day of employment. The Executive acknowledges and agrees that the Severance Payment, Pronon-rated Bonus and accelerated vesting compete restrictions set forth in Sections 7(a)(i), (ii) and (iv) hereof; provided, however, the Company shall allow the Executive and his dependents, at the Company’s cost, during the Non-Compete Period (hereinafter defined), to continue to participate in the Company’s Other Benefits Confidentiality, Non-competition, and Proprietary Rights Agreement or such other similar agreement by which the Executive is bound containing similar obligations (the “Confidentiality Agreement”) will remain in full force and effect for the twelve (12) month period subsequent to his termination pursuant to this Section 5(c). Furthermore, the obligations imposed on the Executive with respect to confidentiality, non-disclosure and assignment of rights to inventions or developments in this Agreement, any Confidentiality Agreement or any other similar agreement executed by the parties shall continue, notwithstanding the termination of the employment relationship between the parties. Executive shall be entitled to receive any accrued but unpaid salary and bonuses declared and communicated to the Executive but not yet paid as of the Date effective date of Termination his termination (other than such amounts as provided and paid in the manner set forth in Section 7(a)(iiiare subject to a deferred compensation arrangement) (collectively, net after deferrals, “Accrued Current Compensation”), but only through the expiration of the Non-Compete Period. If the Executive engages and to be reimbursed in regular employment after his Date of Termination accordance with applicable Company policy for any organization, any employee welfare benefits received by the Executive in consideration of reimbursable expenses that have not been reimbursed prior to such employment which are similar in nature to the Other Benefits provided by the Company will relieve the Company of its obligation under this Section 7(c) to provide comparable benefits to the extent of the benefits so received, and such benefit hereunder shall be forfeited. In addition, subject to the Executive honoring the non-compete covenant in Section 10(a) hereof, the Company shall pay the Executive a non-compete payment (the “Non-Compete Payment”) equal to the Severance Payment determined with a Severance Multiple equal to one (1). Subject to the Executive honoring the non-compete covenant in Section 10(a) hereof, the Non-Compete Payment shall be paid monthly over the one-year Non-Compete Period following the Date of Termination in equal monthly installments of one-twelfth (1/12th) of the Non-Compete Paymenttermination.

Termination by Executive Without Good Reason. If the Executive’s employment is terminated by the Executive without Good Reason including a resignation by the Executive without Good Reason and including an election not to renew this Agreement by the Executive, the Company will pay the Executive the Accrued Obligations as provided in Section 7(a)(i) above but the Executive shall not be entitled to the Severance Payment, Pro-rated Bonus and accelerated vesting set forth in Sections 7(a)(i), (ii) and (iv) hereof; provided, however, the Company shall allow the Executive and his dependents, at the Company’s cost, during the Non-Compete Period (hereinafter defined), to continue to participate in the Company’s Other Benefits in effect as of the Date of Termination as provided and paid in the manner set forth in Section 7(a)(iii), but only through the expiration of the Non-Compete Period. If the Executive engages in regular employment after his Date of Termination with any organization, any employee welfare benefits received by the Executive in consideration of such employment which are similar in nature to the Other Benefits provided by the Company will relieve the Company of its obligation under this Section 7(c) to provide comparable benefits to the extent of the benefits so received, and such benefit hereunder shall be forfeited. In addition, subject to in consideration for the Executive Executive’s agreement for honoring the non-compete covenant in Section 10(a) hereofhereof for the Non-Compete Period as a result of a termination of this Agreement under this Section 7(c), the Company shall pay the Executive a non-compete payment (the “Non-Compete Payment”) equal to the Severance Payment determined with a Severance Multiple equal to one (1). Subject to the Executive honoring the non-compete covenant in Section 10(a) hereof, the The Non-Compete Payment shall be paid monthly over the one-year Non-Compete Period following the Date of Termination in equal monthly installments of one-twelfth (1/12th) of the Non-Compete Payment.

Termination by Executive Without Good Reason. If Notwithstanding the provisions of Sections 5(a) and 5(b) of this Agreement, the Executive may terminate the employment relationship at any time for any reason by giving the Company written notice at least forty-five (45) days prior to the effective date of termination. The Company, at its election, may (i) require the Executive to continue to perform his duties hereunder for the full forty-five (45) day notice period, or (ii) terminate the Executive’s employment is terminated at any time during such 45-day notice period (but any such termination by the Executive Company shall not be deemed to be a termination of the Executive’s employment without Good Reason including a resignation Cause). Unless otherwise provided by this Section 5, all compensation and benefits paid by the Executive without Good Reason and including an election not Company to renew this Agreement by the Executive, the Company will pay the Executive the Accrued Obligations as provided in Section 7(a)(i) above but the Executive shall not be entitled to cease upon his last day of employment. The Executive acknowledges and agrees that the Severance Payment, Pronon-rated Bonus and accelerated vesting compete restrictions set forth in Sections 7(a)(i), (ii) and (iv) hereof; provided, however, the Company shall allow the Executive and his dependents, at the Company’s cost, during the Non-Compete Period (hereinafter defined), to continue to participate in the Company’s Other Benefits Confidentiality, Non-competition, and Proprietary Rights Agreement or such other similar agreement by which the Executive is bound containing similar obligations (the “Confidentiality Agreement”) will remain in full force and effect for the twelve (12) month period subsequent to his termination pursuant to this Section 5(c). Furthermore, the obligations imposed on the Executive with respect to confidentiality, non-disclosure and assignment of rights to inventions or developments in this Agreement, any Confidentiality Agreement or any other similar agreement executed by the parties shall continue, notwithstanding the termination of the employment relationship between the parties. Executive shall be entitled to receive any accrued but unpaid salary and bonuses earned but not yet paid as of the Date effective date of Termination as provided and paid in the manner set forth in Section 7(a)(iii), but only through the expiration of the Non-Compete Period. If the Executive engages in regular employment after his Date of Termination with any organization, any employee welfare benefits received by the Executive in consideration of such employment which are similar in nature to the Other Benefits provided by the Company will relieve the Company of its obligation under this Section 7(c) to provide comparable benefits to the extent of the benefits so receivedtermination, and to be reimbursed in accordance with applicable Company policy for any reimbursable expenses that have not been reimbursed prior to such benefit hereunder shall be forfeited. In addition, subject to the Executive honoring the non-compete covenant in Section 10(a) hereof, the Company shall pay the Executive a non-compete payment (the “Non-Compete Payment”) equal to the Severance Payment determined with a Severance Multiple equal to one (1). Subject to the Executive honoring the non-compete covenant in Section 10(a) hereof, the Non-Compete Payment shall be paid monthly over the one-year Non-Compete Period following the Date of Termination in equal monthly installments of one-twelfth (1/12th) of the Non-Compete Paymenttermination.

Termination by Executive Without Good Reason. If At any time during the Term, Executive may terminate this Agreement and his employment with the Company for reasons other than Good Reason or for no reason by giving the Company written notice of termination, specifying in such notice a termination date not less than sixty (60) calendar days after the giving of the notice (the “Executive’s Notice Period”), and Executive’s employment is terminated by the Executive without Good Reason including a resignation by the Executive without Good Reason and including an election not to renew this Agreement by the Executive, with the Company will pay shall terminate at the Executive close of business on the Accrued Obligations as provided in Section 7(a)(i) above but the Executive shall not be entitled to the Severance Payment, Pro-rated Bonus and accelerated vesting set forth in Sections 7(a)(i), (ii) and (iv) hereoflast day of Executive’s Notice Period; provided, however, that in response to Executive’s notice of termination, the Company shall allow have the right to terminate Executive’s employment with the Company at any time during the Executive’s Notice Period. Upon termination of Executive’s employment with the Company under this Section 7.7, whether at the end of Executive’s Notice Period or earlier as designated by the Company, the Company’s obligation to pay Executive compensation and benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Executive that portion of his dependentsBase Salary, at the Company’s costrate then in effect, during which shall have been earned through the Non-Compete Period termination date; (hereinafter defined)b) the Company shall pay or provide Executive such other payments and benefits, if any, which had accrued hereunder before the termination date; and (c) if the Company elects to continue terminate Executive prior to participate in the Company’s Other Benefits in effect as end of the Date of Termination as provided and paid in the manner set forth in Section 7(a)(iii), but only through the expiration of the Non-Compete Executive’s Notice Period. If the Executive engages in regular employment after his Date of Termination with any organization, any employee welfare benefits received by the Executive in consideration of such employment which are similar in nature to the Other Benefits provided by the Company will relieve the Company of its obligation under this Section 7(c) to provide comparable benefits to the extent of the benefits so received, and such benefit hereunder shall be forfeited. In addition, subject to the Executive honoring the non-compete covenant in Section 10(a) hereof, the Company shall pay Executive that portion of his Base Salary which would otherwise have been earned by Executive from the Executive a non-compete payment (termination date through the “Non-Compete Payment”) equal to end of Executive’s Notice Period. Other than the Severance Payment determined with a Severance Multiple equal to one (1). Subject to the Executive honoring the non-compete covenant in Section 10(a) hereofforegoing, the Non-Compete Payment Company shall be paid monthly over the one-year Non-Compete Period following the Date of Termination in equal monthly installments of one-twelfth (1/12th) of the Non-Compete Paymenthave no further obligations to Executive under this Agreement.

Termination by Executive Without Good Reason. Notwithstanding the provisions of paragraphs 5(a) and (b) above, the Executive may terminate the employment relationship at any time pursuant to this paragraph 5(c) for any reason or no reason by giving the Company written notice at least one hundred eighty (180) days prior to the effective date of termination. The Company, at its election, may (i) require Executive to continue to perform the Executive’s duties hereunder for the full one hundred eighty (180) day notice period, or (ii) terminate Executive’s employment at any time during such one hundred eighty (180) day notice period. An election by the Company to terminate Executive’s employment at any time during such one hundred eighty (180) day notice period shall not be deemed to be a termination of Executive’s employment by the Company without Cause or a termination of Executive’s employment by the Company for Cause, but shall be treated as a Termination by Executive Without Good Reason. If the Executive’s 's employment is terminated by the Company pursuant to this paragraph 5(c) before the one hundred eighty (180) day notice period has expired without cause, the Executive without Good Reason including a resignation shall continue to receive the Executive’s base salary and bonus, and the Company shall continue medical and dental benefits for the Executive and the Executive’s family, by paying the premium for health insurance continuation coverage under COBRA for the Executive and the Executive’s eligible family to the extent the Executive elects COBRA coverage (or continue to contribute the employer portion of the premium normally paid by the Company for its current employees), for a period of time (the “Severance Period”) which shall be determined as set forth in the next sentence. The Severance Period under those circumstances shall consist of the unexpired balance of the one hundred eighty day notice period pursuant to this paragraph 5(c). The sum, if any, payable to the Executive without Good Reason in respect of the Severance Period shall be payable in equal monthly installments on the Fifteenth (15th) day of each month in the Severance Period. All other compensation and including an election not benefits paid by the Company to renew the Executive shall cease upon the Executive’s last day of employment, except such benefits as may be required to be extended under applicable state or Federal law. The Executive acknowledges and agrees that the non-compete restrictions set forth in Section 7 of this Employment Agreement will remain in full force and effect for the six (6) month period after the termination of the Executive’s employment. Furthermore, the obligations imposed on Executive with respect to confidentiality, non-disclosure and assignment of rights to inventions or developments in this Agreement or any other agreement executed by the Executiveparties shall continue, notwithstanding the Company will pay termination of the Executive employment relationship between the Accrued Obligations parties. The salary, bonus (if any) and health insurance benefits to be provided under this paragraph 5(c) are sometimes hereinafter referred to as provided in Section 7(a)(i) above but the "Termination Compensation." The Executive shall not be entitled to any Termination Compensation pursuant to this paragraph 5(c) unless the Severance Payment, Pro-rated Bonus Executive executes and accelerated vesting set forth in Sections 7(a)(i), (ii) and (iv) hereof; provided, however, delivers to the Company shall allow after a notice of termination a release in form and substance reasonably satisfactory to the Company by which the Executive releases the Company from any obligations and his dependentsliabilities of any type whatsoever under this Agreement, at except for the Company's obligations with respect to the Termination Compensation, which release shall not affect the Executive’s costright to indemnification, during if any, for actions taken within the Non-Compete Period (hereinafter defined), to continue to participate in the Company’s Other Benefits in effect as scope of the Date of Termination as provided and paid Executive’s employment or the Executive’s rights in the manner set forth in Section 7(a)(iii), but only through the expiration respect of the Non-Compete PeriodExecutive’s vested stock options, if any. If The parties hereto acknowledge that the Executive engages in regular employment after his Date of Termination with any organization, any employee welfare benefits received by the Executive Compensation to be provided under this paragraph 5(c) is to be provided in consideration for the above-specified release. The Executive will not be entitled to and shall not receive any other compensation or benefits of such employment which are similar in nature to the Other Benefits provided by the Company will relieve the Company of its obligation under this Section 7(c) to provide comparable benefits to the extent of the benefits so received, and such benefit hereunder shall be forfeited. In addition, subject to the Executive honoring the non-compete covenant in Section 10(a) hereof, the Company shall pay the Executive a non-compete payment (the “Non-Compete Payment”) equal to the Severance Payment determined with a Severance Multiple equal to one (1). Subject to the Executive honoring the non-compete covenant in Section 10(a) hereof, the Non-Compete Payment shall be paid monthly over the one-year Non-Compete Period any type following the Date effective date of Termination in equal monthly installments of one-twelfth (1/12th) of the Non-Compete Paymenttermination, except such benefits as may be required to be extended under applicable state or Federal law.

Termination by Executive Without Good Reason. If Notwithstanding the provisions of Section 5(a), Executive may terminate Executive’s employment is terminated with Company and this Agreement at any time by giving the Company written notice at least thirty (30) days prior to the effective date of termination (the “Termination Date”). The Company, at its election, may require Executive to continue to perform Executive’s duties hereunder for the full thirty (30) day notice period, or may choose at any time during such 30-day notice period to accelerate the effective date of Executive’s resignation and end the employment relationship immediately (which for purposes of clarity shall not constitute a termination by the Company without Cause). If Executive chooses to terminate the employment relationship without Good Reason including a resignation by the Executive without Good Reason and including an election not to renew this Agreement by the Executive(as defined below), the Company will pay the Executive the Accrued Obligations as provided in Section 7(a)(i) above but the Executive shall not only be entitled to receive upon such termination: (i) payment of Base Salary through the Severance PaymentTermination Date, Pro-rated Bonus and accelerated vesting set forth in Sections 7(a)(i)including through the notice period where termination has been accelerated, (ii) and payment of any Annual Bonus for the prior calendar year, if not already paid; (iii) payment for any accrued but unused PTO, (iv) hereof; provided, however, any right to continued benefits required by law (the Company shall allow the Executive and his dependents, at the Company’s cost, during the Non-Compete Period foregoing (hereinafter defined), to continue to participate in the Company’s Other Benefits in effect as of the Date of Termination as provided and paid in the manner set forth in Section 7(a)(iii), but only i) through the expiration of the Non-Compete Period. If the Executive engages in regular employment after his Date of Termination with any organization, any employee welfare benefits received by the Executive in consideration of such employment which are similar in nature to the Other Benefits provided by the Company will relieve the Company of its obligation under this Section 7(c(iv) to provide comparable benefits to the extent of the benefits so received, and such benefit hereunder shall be forfeited. In addition, subject referred to the Executive honoring the non-compete covenant in Section 10(a) hereof, the Company shall pay the Executive a non-compete payment (herein as the “Non-Compete PaymentAccrued Obligations”) equal to the Severance Payment determined with a Severance Multiple equal to one (1). Subject to the Executive honoring the non-compete covenant in Section 10(a) hereof, the Non-Compete Payment of all Accrued Obligations owed herein shall be paid monthly over the one-year Non-Compete Period following the Date of Termination to Executive in equal monthly installments of one-twelfth lump sum, within seven (1/12th7) calendar days of the Non-Compete PaymentTermination Date or, if the Company accelerates the effective date of Executive’s resignation, then such Accrued Obligations will be paid to Executive on such accelerated effective date.

Termination by Executive Without Good Reason. If the Executive’s employment is terminated by the Executive without Good Reason including a - 8 - resignation by the Executive without Good Reason and including an election not to renew this Agreement by the Executive, the Company will pay the Executive the Accrued Obligations as provided in Section 7(a)(i) above but the Executive shall not be entitled to the Severance Payment, Pro-rated Bonus and accelerated vesting set forth in Sections 7(a)(i), (ii) and (iv) hereof; provided, however, the Company shall allow the Executive and his dependents, at the Company’s cost, during the Non-Compete Period (hereinafter defined), to continue to participate in the Company’s Other Benefits in effect as of the Date of Termination as provided and paid in the manner set forth in Section 7(a)(iii), but only through the expiration of the Non-Compete Period. If the Executive engages in regular employment after his Date of Termination with any organization, any employee welfare benefits received by the Executive in consideration of such employment which are similar in nature to the Other Benefits provided by the Company will relieve the Company of its obligation under this Section 7(c) to provide comparable benefits to the extent of the benefits so received, and such benefit hereunder shall be forfeited. In addition, subject to the Executive honoring the non-compete covenant in Section 10(a) hereof, the Company shall pay the Executive a non-compete payment (the “Non-Compete Payment”) equal to the Severance Payment determined with a Severance Multiple equal to one (1). Subject to the Executive honoring the non-compete covenant in Section 10(a) hereof, the Non-Compete Payment shall be paid monthly over the one-year Non-Compete Period following the Date of Termination in equal monthly installments of one-twelfth (1/12th) of the Non-Compete Payment.

Termination by Executive Without Good Reason. If the Executive’s 's employment is terminated by the Executive without Good Reason including a resignation by the Executive without Good Reason and including an election not to renew this Agreement by the Executive, the Company will pay the Executive the Accrued Obligations as provided in Section 7(a)(i8(a)(i) above but the Executive shall not be entitled to the Severance Payment, Pro-rated Bonus Bonus, the Other Benefits and accelerated vesting set forth in Sections 7(a)(i8(a)(i), (ii), (iii) and (iv) hereof; provided, however, if such termination under this Section 8(c) occurs prior to the Initial Termination Date, then the Company shall will allow the Executive and his dependents, at the Company’s 's cost, during the Non-Compete Period (hereinafter defined)Period, to continue to participate in the Company’s Other Benefits in effect as any and all of the Date of Termination as provided and paid in the manner set forth in Section 7(a)(iii), but only through the expiration employee welfare benefit plans of the Non-Compete Period. If Company in which the Executive engages was entitled to participate immediately prior to his termination, to the same extent and upon the same terms as the Executive participated in regular employment such plans prior to his termination as allowed under the general terms and provisions of such plans. HOWEVER, if the Executive is re-employed after his Date termination of Termination employment with any organization, any employee welfare benefits received by the Executive in consideration of such employment which are similar in nature to the Other Benefits employee welfare benefits provided by the Company will relieve the Company of its obligation under this Section 7(c8(c) to provide comparable benefits to the extent of the benefits so received, and such benefit hereunder shall be forfeited. In addition, subject to in consideration for the Executive Executive's agreement for honoring the non-compete covenant and non-solicitation covenants in Section 10(a11 hereof for a period of one (1) hereofyear following the Date of Termination resulting from this Section 8(c) if such termination occurs prior to the Initial Termination Date, the Company shall pay the Executive a non-compete payment (the “"Non-Compete Payment”") equal to the Severance Payment determined with a Severance Multiple equal to one (1). Subject to the Executive honoring the non-compete covenant in Section 10(a) hereof, the The Non-Compete Payment shall be paid monthly over the one-year Nonnon-Compete Period following the Date of Termination compete period in equal monthly installments of one-twelfth (1/12th) of the Non-Compete Payment. If, however, a termination under this Section 8(c) occurs after the Initial Termination Date, then the Executive shall not be entitled to the Non-Compete Payment and the Executive shall not be bound to the non-compete covenants of Section 11 hereof but only to the covenants of confidentiality set forth in Section 10 hereof.

Termination by Executive Without Good Reason. If the Should Executive resign or otherwise leave Executive’s employment is terminated by with the Company during the Term of the Agreement other than for “Good Reason” (as defined in paragraph 4(e) below), Executive without Good Reason including a resignation by must provide the Company with thirty (30) days’ advance written notice (“Transition Notice”). Provided that Executive provides the required notice, the Company shall be required to pay Executive all accrued and unpaid salary and all issued vested Options (whether Time Vested Options or Performance Options) shall continue to be exercisable but any unvested Options (whether Time Vested Options or Performance Options) shall terminate and be of no further force and effect. Should the Company choose to release Executive during the three (3) month Transition Notice period, it shall pay to Executive Executive’s salary and other benefits for the remainder of the Transition Notice period and any Options that would have vested during the remainder of the Transition Notice period shall also vest but the Company shall have no further obligations to Executive thereafter. In the event Executive resigns without Good Reason and including an election not fails to renew provide Transition Notice, Executive shall be in breach of this Agreement and shall be liable for damages suffered by the Company as a result of Executive, the Company will pay the ’s contract breach. Should Executive the Accrued Obligations as provided in Section 7(a)(i) above but the Executive shall not be entitled to the Severance Payment, Pro-rated Bonus terminate Executive’s employment without Good Reason and accelerated vesting set forth in Sections 7(a)(i), (ii) and (iv) hereof; provided, howeverwithout providing Transition Notice, the Company shall allow the Executive and his dependents, at the Company’s cost, during the Non-Compete Period (hereinafter defined), to continue to participate in the Company’s Other Benefits in effect as of the Date of Termination as provided and paid in the manner set forth in Section 7(a)(iii), but only through the expiration of the Non-Compete Period. If the Executive engages in regular employment after his Date of Termination with any organization, any employee welfare benefits received by the Executive in consideration of such employment which are similar in nature to the Other Benefits provided by the Company will relieve the Company be relieved of its obligation obligations to Executive under this Section 7(cAgreement, other than to pay Executive any salary earned to date and any unvested Options (whether Time Based Options or Performance Based Options) to provide comparable benefits to the extent shall terminate and be of the benefits so received, no further force and such benefit hereunder shall be forfeitedeffect. In addition, subject to the Executive honoring the non-compete covenant in Section 10(a) hereof, the Company shall pay the provide Executive a non-compete payment (the “Non-Compete Payment”) equal to the Severance Payment determined with a Severance Multiple equal to one (1). Subject to the Executive honoring the non-compete covenant in Section 10(a) hereof, the Non-Compete Payment shall be paid monthly over the one-year Non-Compete Period following the Date of Termination in equal monthly installments of one-twelfth (1/12th) of the Non-Compete Paymentany benefit continuation rights as required by law.

Termination by Executive Without Good Reason. If the Executive’s employment is terminated by the Executive without Good Reason including a resignation by the Executive without Good Reason and including an election not to renew this Agreement by the Executive, the Company will pay the Executive the Accrued Obligations as provided in Section 7(a)(i) above but the Executive shall not be entitled to the Severance Payment, Pro-rated Bonus and accelerated vesting set forth in Sections 7(a)(i), (ii) and (iv) hereof; provided, however, the Company shall allow the Executive and his dependents, at the Company’s cost, during the Non-Compete Period (hereinafter defined), to continue to participate in the Company’s Other Benefits in effect as of the Date of Termination as provided and paid in the manner set forth in Section 7(a)(iii), but only through the expiration of the Non-Compete Period. If the Executive engages in regular employment after his Date of Termination with any organization, any employee welfare benefits received by the Executive in consideration of such employment which are similar in nature to the Other Benefits provided by the Company will relieve the Company of its obligation under this Section 7(c) to provide comparable benefits to the extent of the benefits so received, and such benefit hereunder shall be forfeited. In addition, subject to the Executive honoring the non-compete covenant in Section 10(a) hereof, the Company shall pay the Executive a non-compete payment (the “Non-Compete Payment”) equal to the Severance Payment determined with a Severance Multiple equal to one (1). Subject to the Executive honoring the non-compete covenant in Section 10(a) hereof, the Non-Compete Payment shall be paid monthly over the one-year Non-Compete Period following the Date of Termination in equal monthly installments of one-twelfth (1/12th) of the Non-Compete Payment.

Termination by Executive Without Good Reason. If the Should Executive resign or otherwise leave Executive’s employment is terminated by with the Company during the Term of the Agreement other than for “Good Reason” (as defined in paragraph 4(e) below), Executive without Good Reason including a resignation by must provide the Company with thirty (30) days’ advance written notice (“Transition Notice”). Provided that Executive provides the required notice, the Company shall be required to pay Executive all accrued and unpaid salary and all issued vested Options (whether Time Vested Options or Performance Options) shall continue to be exercisable but any unvested Options (whether Time Vested Options or Performance Options) shall terminate and be of no further force and effect. Should the Company choose to release Executive during the one (1) month Transition Notice period, it shall pay to Executive Executive’s salary and other benefits for the remainder of the Transition Notice period and any Options that would have vested during the remainder of the Transition Notice period shall also vest but the Company shall have no further obligations to Executive thereafter. In the event Executive resigns without Good Reason and including an election not fails to renew provide Transition Notice, Executive shall be in breach of this Agreement and shall be liable for damages suffered by the Company as a result of Executive, the Company will pay the ’s contract breach. Should Executive the Accrued Obligations as provided in Section 7(a)(i) above but the Executive shall not be entitled to the Severance Payment, Pro-rated Bonus terminate Executive’s employment without Good Reason and accelerated vesting set forth in Sections 7(a)(i), (ii) and (iv) hereof; provided, howeverwithout providing Transition Notice, the Company shall allow the Executive and his dependents, at the Company’s cost, during the Non-Compete Period (hereinafter defined), to continue to participate in the Company’s Other Benefits in effect as of the Date of Termination as provided and paid in the manner set forth in Section 7(a)(iii), but only through the expiration of the Non-Compete Period. If the Executive engages in regular employment after his Date of Termination with any organization, any employee welfare benefits received by the Executive in consideration of such employment which are similar in nature to the Other Benefits provided by the Company will relieve the Company be relieved of its obligation obligations to Executive under this Section 7(cAgreement, other than to pay Executive any salary earned to date and any unvested Options (whether Time Based Options or Performance Based Options) to provide comparable benefits to the extent shall terminate and be of the benefits so received, no further force and such benefit hereunder shall be forfeitedeffect. In addition, subject to the Executive honoring the non-compete covenant in Section 10(a) hereof, the Company shall pay the provide Executive a non-compete payment (the “Non-Compete Paymentwith any benefit continuation rights as required by law.”) equal to the Severance Payment determined with a Severance Multiple equal to one (1). Subject to the Executive honoring the non-compete covenant in Section 10(a) hereof, the Non-Compete Payment shall be paid monthly over the one-year Non-Compete Period following the Date of Termination in equal monthly installments of one-twelfth (1/12th) of the Non-Compete Payment.

Termination by Executive Without Good Reason. If Notwithstanding the provisions of Section 5(a), Executive may terminate Executive's employment with Company and this Agreement at any time by giving the Company written notice at least thirty (30) days prior to the effective date of termination (the "Termination Date"). The Company, at its election, may require Executive to continue to perform Executive’s duties hereunder for the full thirty (30) day notice period, or may choose at any time during such 30-day notice period to accelerate the effective date of Executive’s resignation and end the employment is terminated relationship immediately (which for purposes of clarity shall not constitute a termination by the Company without Cause). If Executive chooses to terminate the employment relationship without Good Reason including a resignation by the Executive without Good Reason and including an election not to renew this Agreement by the Executive(as defined below), the Company will pay the Executive the Accrued Obligations as provided in Section 7(a)(i) above but the Executive shall not only be entitled to receive upon such termination: (i) payment of Base Salary through the Severance PaymentTermination Date, Pro-rated Bonus and accelerated vesting set forth in Sections 7(a)(i)including through the notice period where termination has been accelerated, (ii) and payment of any Annual Bonus for the prior calendar year, if not already paid; (iii) payment for any accrued but unused PTO, (iv) hereof; provided, however, any right to continued benefits required by law (the Company shall allow the Executive and his dependents, at the Company’s cost, during the Non-Compete Period foregoing (hereinafter defined), to continue to participate in the Company’s Other Benefits in effect as of the Date of Termination as provided and paid in the manner set forth in Section 7(a)(iii), but only i) through the expiration of the Non-Compete Period. If the Executive engages in regular employment after his Date of Termination with any organization, any employee welfare benefits received by the Executive in consideration of such employment which are similar in nature to the Other Benefits provided by the Company will relieve the Company of its obligation under this Section 7(c(iv) to provide comparable benefits to the extent of the benefits so received, and such benefit hereunder shall be forfeited. In addition, subject referred to the Executive honoring the non-compete covenant in Section 10(a) hereof, the Company shall pay the Executive a non-compete payment (herein as the “Non-Compete PaymentAccrued Obligations”) equal to the Severance Payment determined with a Severance Multiple equal to one (1). Subject to the Executive honoring the non-compete covenant in Section 10(a) hereof, the Non-Compete Payment of all Accrued Obligations owed herein shall be paid monthly over the one-year Non-Compete Period following the Date of Termination to Executive in equal monthly installments of one-twelfth lump sum, within seven (1/12th7) calendar days of the Non-Compete PaymentTermination Date or, if the Company accelerates the effective date of Executive's resignation, then such Accrued Obligations will be paid to Executive on such accelerated effective date.

Termination by Executive Without Good Reason. If Notwithstanding the provisions of Section 5(a), Executive may terminate Executive's employment with Company and this Agreement at any time by giving the Company written notice at least thirty (30) days prior to the effective date of termination (the "Termination Date"). The Company, at its election, may require Executive to continue to perform Executive’s duties hereunder for the full thirty (30) day notice period, or may choose at any time during such 30-day notice period to accelerate the effective date of Executive’s resignation and end the employment is terminated relationship immediately (which for purposes of clarity shall not constitute a termination by the Company without Cause). If Executive chooses to terminate the employment relationship without Good Reason including a resignation by the Executive without Good Reason and including an election not to renew this Agreement by the Executive(as defined below), the Company will pay the Executive the Accrued Obligations as provided in Section 7(a)(i) above but the Executive shall not only be entitled to receive upon such termination: (i) payment of Base Salary through the Severance PaymentTermination Date, Pro-rated Bonus and accelerated vesting set forth in Sections 7(a)(i)including through the notice period where termination has been accelerated, (ii) and payment of any Annual Bonus for the prior calendar year, if not already paid; (iii) payment for any accrued but unused PTO, (iv) hereof; provided, however, any right to continued benefits required by law (the Company shall allow the Executive and his dependents, at the Company’s cost, during the Non-Compete Period foregoing (hereinafter defined), to continue to participate in the Company’s Other Benefits in effect as of the Date of Termination as provided and paid in the manner set forth in Section 7(a)(iii), but only i) through the expiration of the Non-Compete Period. If the Executive engages in regular employment after his Date of Termination with any organization, any employee welfare benefits received by the Executive in consideration of such employment which are similar in nature to the Other Benefits provided by the Company will relieve the Company of its obligation under this Section 7(c(iv) to provide comparable benefits to the extent of the benefits so received, and such benefit hereunder shall be forfeited. In addition, subject referred to the Executive honoring the non-compete covenant in Section 10(a) hereof, the Company shall pay the Executive a non-compete payment (herein as the “Non-Compete PaymentAccrued Obligations”) equal to the Severance Payment determined with a Severance Multiple equal to one (1). Subject to the Executive honoring the non-compete covenant in Section 10(a) hereof, the Non-Compete Payment of all Accrued Obligations owed herein shall be paid monthly over the one-year Non-Compete Period following the Date of Termination to Executive in equal monthly installments of one-twelfth lump sum, within seven (1/12th7) calendar days of the Non-Compete PaymentTermination Date or, if the Company accelerates the effective date of Executive’s resignation, then such Accrued Obligations will be paid to Executive on such accelerated effective date.

Termination by Executive Without Good Reason. If Notwithstanding the provisions of Sections 5(a) and (b) above, the Executive may terminate the employment relationship at any time for any reason by giving the Company written notice at least thirty (30) days prior to the effective date of termination and such termination shall not be deemed to be a breach by the Executive of this Agreement. Such termination shall constitute the Executive’s resignation from the Boards. The Company, at its election, may (i) require the Executive to continue to perform his duties hereunder for the full thirty (30) day notice period, or (ii) terminate the Executive’s employment is terminated at any time during such thirty (30) day notice period, provided that any such termination shall not be deemed to be a termination of the Executive’s employment by the Executive Company without Good Reason including a resignation by the Executive without Good Reason and including an election not to renew this Agreement by the ExecutiveCause. Upon such termination, the Company will pay the Executive the Accrued Obligations as provided in Section 7(a)(i) above but the Executive shall not be entitled to to: (i) any Base Salary earned through the Severance Paymenteffective date of termination that remains unpaid and any accrued but unpaid vacation time, Pro-rated Bonus and accelerated vesting set forth in Sections 7(a)(i), with any such amounts paid on the first regularly scheduled payroll date following the effective date of termination; (ii) and (ivany Annual Bonus payable pursuant to Section 4(b) with respect to any fiscal year which ended prior to the effective date of the Executive’s termination of employment, which remains unpaid, with such amount paid in the first regularly scheduled payroll date following the effective date of termination or, if later, at the same time the bonus would have been payable to the Executive under Section 4(b) hereof; provided, however, the Company shall allow (iii) any reimbursement or payment due to the Executive and his dependents, at on or prior to the Company’s cost, during date of such termination which remains unpaid to the Non-Compete Period (hereinafter definedExecutive pursuant to the terms of Sections 4(c), to continue to participate 4(e), 4(f) and/or 4(i), with any such payment being made promptly following the effective date of termination but in no event later than the Company’s Other Benefits in effect as of the Date of Termination as provided and paid in the manner date set forth in Section 7(a)(iii4(f) or Section 4(l), but only through as applicable; (iv) any right, payment or benefit that accrued or became due to the expiration Executive prior to the date of such termination which remains unpaid to the Executive under Section 4(h) (Capstone Award), if any, Section 4(i) (the 2012 Award), if any, Section 4(j) (Supplemental Bonus), if any, Section 4(k) (Retirement Grant), if any, and in each case payable at the time specified in such awards; (v) any rights or payments pursuant to any other applicable plans, programs, policies or arrangements of the Non-Compete Period. If Company or any affiliate in which the Executive engages participated as of the effective date of termination, including, without limitation, any plans or agreements relating to the vested portion of any stock options, restricted stock or similar equity interests awarded to the Executive prior to the date of such termination, or the vested portion of any equity awards granted to the Executive prior to the date of such termination in regular employment after his Date of Termination connection with any organizationlong-term incentive program, any employee welfare benefits received by excluding the Executive Retirement Grant, the 2012 Award and LTI Awards (as defined in consideration of such employment which are similar in nature and granted pursuant to the Other Benefits provided Prior Agreement), in which he has participated while employed by DFG, DFC or any of their affiliates (the Company will relieve the Company of its obligation “Equity Awards”); and (vi) any right, payment or benefit due or that becomes payable under this Section 7(c5(k) to provide comparable benefits to the extent (Section 280G of the benefits so receivedCode), Section 19 (Indemnification) or Section 20 (Attorneys’ Fees and such benefit hereunder shall be forfeitedExpenses) (clauses (i) through (vi), collectively “Accrued and Other Obligations”). In addition, subject any Equity Award, 2012 Award and LTI Award which is vested as of the effective date of termination shall not be forfeited and, if applicable, shall remain exercisable pursuant to their existing terms and conditions. For the avoidance of doubt, Equity Awards do not include the Retirement Grant, the 2012 Award and LTI Awards (as defined in and granted pursuant to the Executive honoring the non-compete covenant in Section 10(a) hereof, the Company shall pay the Executive a non-compete payment (the “Non-Compete Payment”) equal to the Severance Payment determined with a Severance Multiple equal to one (1Prior Agreement). Subject to the Executive honoring the non-compete covenant in Section 10(a) hereof, the Non-Compete Payment shall be paid monthly over the one-year Non-Compete Period following the Date of Termination in equal monthly installments of one-twelfth (1/12th) of the Non-Compete Payment.

Termination by Executive Without Good Reason. If Notwithstanding the provisions of Sections 5(a) and (b) above, the Executive may terminate the employment relationship at any time for any reason by giving the Company written notice at least thirty (30) days prior to the effective date of termination and such termination shall not be deemed to be a breach by the Executive of this Agreement. Such termination shall constitute the Executive’s resignation from the Boards. The Company, at its election, may (i) require the Executive to continue to perform his duties hereunder for the full thirty (30) day notice period, or (ii) terminate the Executive’s employment is terminated at any time during such thirty (30) day notice period, provided that any such termination shall not be deemed to be a termination of the Executive’s employment by the Executive Company without Good Reason including a resignation by the Executive without Good Reason and including an election not to renew this Agreement by the ExecutiveCause. Upon such termination, the Company will pay the Executive the Accrued Obligations as provided in Section 7(a)(i) above but the Executive shall not be entitled to to: (i) any Base Salary earned through the Severance Paymenteffective date of termination that remains unpaid and any accrued but unpaid vacation time, Pro-rated Bonus and accelerated vesting set forth in Sections 7(a)(i), with any such amounts paid on the first regularly scheduled payroll date following the effective date of termination; (ii) and (ivany bonus payable pursuant to Section 4(b) with respect to any fiscal year which ended prior to the effective date of the Executive’s termination of employment, which remains unpaid, with such amount paid in the first regularly scheduled payroll date following the effective date of termination or, if later, at the same time the bonus would have been payable to the Executive under Section 4(b) hereof; provided, however, the Company shall allow (iii) any reimbursement or payment due to the Executive and his dependents, at on or prior to the Company’s cost, during date of such termination which remains unpaid to the Non-Compete Period (hereinafter definedExecutive pursuant to the terms of Sections 4(c), to continue to participate 4(e), 4(f) and/or 4(i), with any such payment being made promptly following the effective date of termination but in no event later than the Company’s Other Benefits in effect as of the Date of Termination as provided and paid in the manner date set forth in Section 7(a)(iii4(f) or Section 4(j), but only through as applicable; (iv) any right, payment or benefit that accrued or became due to the expiration Executive prior to the date of such termination which remains unpaid to the Executive under Section 4(h) (Capstone Award), if any, Section 4(i) (LTI Awards), if any, or pursuant to any applicable plans, programs, policies or arrangements of the Non-Compete Period. If Company or any affiliate in which the Executive engages participated as of the effective date of termination, including, without limitation, any plans or agreements relating to the vested portion of any stock options, restricted stock or similar equity interests awarded to the Executive prior to the date of such termination, or the vested portion of any equity awards granted to the Executive prior to the date of such termination in regular employment after his Date of Termination connection with any organizationlong-term incentive program in which he has participated while employed by DFG, DFC or any employee welfare benefits received by of their affiliates (the Executive in consideration of such employment which are similar in nature to the Other Benefits provided by the Company will relieve the Company of its obligation “Equity Awards”), and (v) any right, payment or benefit due or that becomes payable under this Section 7(c5(k) to provide comparable benefits to the extent (Section 280G of the benefits so receivedCode), Section 19 (Indemnification) or Section 20 (Attorneys’ Fees and such benefit hereunder shall be forfeitedExpenses) (clauses (i) through (v), collectively “Accrued and Other Obligations”). In addition, any Equity Awards and options subject to the Executive honoring the non-compete covenant in Section 10(a) hereof, the Company shall pay the Executive a non-compete payment (the “Non-Compete Payment”) equal to the Severance Payment determined with a Severance Multiple equal to one (1). Subject to the Executive honoring the non-compete covenant in Section 10(a) hereof, the Non-Compete Payment shall be paid monthly over the one-year Non-Compete Period following the Date of Termination in equal monthly installments of one-twelfth (1/12th) Plan LTI awards which are vested as of the Non-Compete Paymenteffective date of termination shall not be forfeited and, if applicable, shall remain exercisable pursuant to their existing terms and conditions.

Termination by Executive Without Good Reason. If Notwithstanding the provisions of paragraphs 5(a) and (b) above, the Executive may terminate the employment relationship at any time for any reason by giving the Company written notice at least thirty (30) days prior to the effective date of termination and such termination shall not be deemed to be a breach by the Executive of this Agreement. Such termination shall constitute the Executive’s resignation from the Boards. The Company, at its election, may (i) require the Executive to continue to perform his duties hereunder for the full thirty (30) day notice period, or (ii) terminate the Executive’s employment is terminated at any time during such thirty (30) day notice period, provided that any such termination shall not be deemed to be a termination of the Executive’s employment by the Executive Company without Good Reason including a resignation by the Executive without Good Reason and including an election not to renew this Agreement by the ExecutiveCause. Upon such termination, the Company will pay the Executive the Accrued Obligations as provided in Section 7(a)(i) above but the Executive shall not be entitled to to: (i) any Base Salary earned through the Severance Paymenteffective date of termination that remains unpaid and any accrued but unpaid vacation time, Pro-rated Bonus and accelerated vesting set forth in Sections 7(a)(i), with any such amounts paid on the first regularly scheduled payroll date following the effective date of termination; (ii) and (ivany bonus payable pursuant to paragraph 4(b) with respect to any fiscal year which ended prior to the effective date of the Executive’s termination of employment, which remains unpaid, with such amount paid in the first regularly scheduled payroll date following the effective date of termination or, if later, at the same time the bonus would have been payable to the Executive under Section 4(b) hereof; provided, however, the Company shall allow (iii) any reimbursement or payment due to the Executive and his dependents, at on or prior to the Company’s cost, during date of such termination which remains unpaid to the Non-Compete Period (hereinafter definedExecutive pursuant to the terms of Sections 4(c), to continue to participate 4(e), 4(f) and/or 4(i), with any such payment being made promptly following the effective date of termination but in no event later than the Company’s Other Benefits in effect as of the Date of Termination as provided and paid in the manner date set forth in Section 7(a)(iii4(f) or Section 4(i), but only through as applicable; (iv) any right, payment or benefit that accrued or became due to the expiration Executive prior to the date of such termination which remains unpaid to the Executive under Section 4(h) (Capstone Award), if any, or pursuant to any applicable plans, programs, policies or arrangements of the Non-Compete Period. If Company or any affiliate in which the Executive engages participated as of the effective date of termination, including, without limitation, any plans or agreements relating to the vested portion of any stock options, restricted stock or similar equity interests awarded to the Executive prior to the date of such termination, or the vested portion of any equity awards granted to the Executive prior to the date of such termination in regular employment after his Date of Termination connection with any organizationlong-term incentive program in which he has participated while employed by DFG, DFC or any employee welfare benefits received by of their affiliates (the Executive in consideration of such employment which are similar in nature to the Other Benefits provided by the Company will relieve the Company of its obligation “Equity Awards”), and (v) any right, payment or benefit due or that becomes payable under this Section 7(c5(k) to provide comparable benefits to the extent (Section 280G of the benefits so receivedCode), Section 19 (Indemnification) or Section 20 (Attorneys’ Fees and such benefit hereunder shall be forfeitedExpenses) (clauses (i) through (v), collectively “Accrued and Other Obligations”). In addition, subject to the Executive honoring the non-compete covenant in Section 10(a) hereof, the Company shall pay the Executive a non-compete payment (the “Non-Compete Payment”) equal to the Severance Payment determined with a Severance Multiple equal to one (1). Subject to the Executive honoring the non-compete covenant in Section 10(a) hereof, the Non-Compete Payment shall be paid monthly over the one-year Non-Compete Period following the Date of Termination in equal monthly installments of one-twelfth (1/12th) any Equity Awards which are vested as of the Non-Compete Paymenteffective date of termination shall not be forfeited and, if applicable, shall remain exercisable pursuant to their existing terms and conditions.

Termination by Executive Without Good Reason. If the Executive’s Executive Voluntarily terminates his employment is terminated by the Executive without Good Reason including a resignation by the Reason, Executive without Good Reason and including an election not to renew this Agreement by the Executive, the Company will pay the Executive the Accrued Obligations as provided in Section 7(a)(i) above but the Executive shall not be entitled to receive: (x) all Annual Base Salary earned and duly payable for periods ending on or prior to the Severance Payment, ProDate of Termination but unpaid as of the Date of Termination and all accrued but unused vacation days at his per-rated Bonus and accelerated vesting set forth in Sections 7(a)(i), (ii) and (iv) hereof; provided, however, the Company shall allow the Executive and his dependents, at the Company’s cost, during the Nonbusiness-Compete Period (hereinafter defined), to continue to participate in the Company’s Other Benefits day rate of Annual Base Salary in effect as of the Date of Termination as provided and Termination, which amounts shall be paid in cash in a lump sum no later than ten (10) business days following the manner set forth in Section 7(a)(iii), but only Date of Termination; (y) all reasonable expenses incurred by Executive through the expiration of the Non-Compete Period. If the Executive engages in regular employment after his Date of Termination that are reimbursable in accordance with any organizationSection 9, any employee welfare benefits received by the Executive in consideration of such employment which are similar in nature to the Other Benefits provided by the Company will relieve the Company of its obligation under this Section 7(c) to provide comparable benefits to the extent of the benefits so received, and such benefit hereunder shall be forfeited. In addition, subject to the Executive honoring the non-compete covenant in Section 10(a) hereof, the Company shall pay the Executive a non-compete payment (the “Non-Compete Payment”) equal to the Severance Payment determined with a Severance Multiple equal to one (1). Subject to the Executive honoring the non-compete covenant in Section 10(a) hereof, the Non-Compete Payment amount shall be paid monthly over in cash within thirty (30) calendar days after the one-year Non-Compete Period submission by Executive of receipts; and (z) all Bonuses earned and duly payable for periods ending on or prior to the Date of Termination but unpaid as of the Date of Termination, which amounts shall be paid in cash in a lump sum no later than sixty (60) calendar days following the Date of Termination (such amounts in equal monthly installments clauses (x), (y) and (z) together, the “Accrued Obligations”). In addition, if Executive signs and delivers to the Company and does not (within the applicable revocation period) revoke the Release (as defined in Section 12(h)) within sixty (60) calendar days following the Date of oneTermination, (I) a pro-twelfth rated portion (1/12thbased on the number of days in the applicable vesting period that has elapsed as of, and including, the Date of Termination) of each Agreement Option Award held by Executive for one (1) year or more as of the Non-Compete Payment.Date of Termination shall vest and become exercisable as of such Date of Termination, and (II) each vested Agreement Option Award shall remain exercisable for the remainder of the original ten

Termination by Executive Without Good Reason. If Executive shall be entitled to terminate his employment in the absence of an event constituting Good Reason at any time, effective on thirty (30) days prior written notice to the Company. In the event of any such termination of employment by Executive’s , this Agreement also shall terminate and the Company's sole liability to Executive shall be to pay Executive the installments of his then Annual Base Salary accrued hereunder and unpaid for services rendered by Executive up to the date of such termination, together with any accrued and unused vacation. In the event Executive gives such written notice of such termination to the Company, the Company shall be entitled to terminate Executive's employment is terminated and this Agreement effective on the 10th day after the date of such notice rather than having to wait for the expiration of the thirty (30) days following Executive's notice of termination, provided that such earlier termination by the Company shall not affect Executive's right to receive the remaining installments of his then Annual Base Salary and unused vacation accrued to the thirtieth (30th) day following notice by Executive of his termination of employment to the Company. Notwithstanding anything to contrary contained in this Agreement, Executive's notice of termination of employment given more than thirty (30) days following the occurrence of an event that would constitute Good Reason, as defined in Subsection 5.05 hereof, shall constitute a termination of employment by Executive without Good Reason including a resignation by the Executive without Good Reason and including an election not pursuant to renew this Agreement by the Executive, the Company will pay the Executive the Accrued Obligations as provided in Section 7(a)(i) above but the Executive shall not be entitled to the Severance Payment, Pro-rated Bonus and accelerated vesting set forth in Sections 7(a)(i), (ii) and (iv) hereof; provided, however, the Company shall allow the Executive and his dependents, at the Company’s cost, during the Non-Compete Period (hereinafter defined), to continue to participate in the Company’s Other Benefits in effect as of the Date of Termination as provided and paid in the manner set forth in Section 7(a)(iii), but only through the expiration of the Non-Compete Period. If the Executive engages in regular employment after his Date of Termination with any organization, any employee welfare benefits received by the Executive in consideration of such employment which are similar in nature to the Other Benefits provided by the Company will relieve the Company of its obligation under this Section 7(c) to provide comparable benefits to the extent of the benefits so received, and such benefit hereunder shall be forfeited. In addition, subject to the Executive honoring the non-compete covenant in Section 10(a) hereof, the Company shall pay the Executive a non-compete payment (the “Non-Compete Payment”) equal to the Severance Payment determined with a Severance Multiple equal to one (1). Subject to the Executive honoring the non-compete covenant in Section 10(a) hereof, the Non-Compete Payment shall be paid monthly over the one-year Non-Compete Period following the Date of Termination in equal monthly installments of one-twelfth (1/12th) of the Non-Compete PaymentSubsection 5.06.

Termination by Executive Without Good Reason. If the Executive’s employment is terminated by the Executive without Good Reason including a resignation by the Executive without Good Reason and including an election not to renew may terminate this Agreement by for any reason (other than Good Reason) or no reason at any time with not less than thirty (30) days prior written notice to the ExecutiveCompany (such termination shall be called a termination "Without Good Reason"). After the Company receives notice of a termination Without Good Reason, the Company will pay may by written notice to the Executive cause the Accrued Obligations as provided effective date of any such termination to be accelerated without causing such termination to be considered a termination by the Company Without Cause, but in Section 7(a)(i) above but the Executive shall not be entitled to the Severance Payment, Pro-rated Bonus and accelerated vesting set forth in Sections 7(a)(i), (ii) and (iv) hereof; provided, however, such case the Company shall allow keep Executive on its payroll for the balance of the 30 day notice period for all purposes, or provide Executive with an equivalent lump sum payment for his Base Salary, Benefits, etc. for the balance of such 30-day period - separate and apart from any other payments to which Executive may be entitled. Upon Executive's termination of his employment Without Good Reason, the Executive and his dependentsshall, at the Company’s cost, during the Non-Compete Period (hereinafter defined), in addition to continue any amounts referred to participate in the Company’s Other Benefits in effect as of the Date of Termination as provided and paid in the manner set forth in Section 7(a)(iii)preceding sentence, but only through the expiration of the Non-Compete Period. If the Executive engages in regular employment after his Date of Termination with any organization, any employee welfare benefits received by the Executive in consideration of such employment which are similar in nature to the Other Benefits provided by the Company will relieve the Company of its obligation under this Section 7(c) to provide comparable benefits to the extent of the benefits so receivedalso be entitled to, and such benefit hereunder shall be forfeited. In addition, subject to the Executive honoring the non-compete covenant in Section 10(a) hereof, the Company shall pay the Executive a Executive, the following "Without Good Reason Separation Pay": the Executive's Base Salary and accrued benefits through the effective date of termination at the Executive's then current rate (including any applicable pro rated bonus and earned/accrued but unused vacation pay), and any awarded but not yet paid bonus amounts or vested deferred compensation, and any vested amounts under any Company-sponsored tax-qualified or non-compete qualified retirement, savings or profit-sharing plan or program. Finally, subject to Section 3(c) above, Executive's rights with respect to his then vested stock options and any other then outstanding equity-based awards, long-term cash-based incentives and/or deferred compensation shall be governed by the applicable award agreements and plan documents. Except as provided for herein or in any other written agreement, the Company shall have no other liabilities or obligations to Executive upon payment (in full of the “Non-Compete Payment”) equal to the Severance Payment determined with Without Good Reason Separation Pay. For avoidance of doubt, a Severance Multiple equal to one (1). Subject to the termination by Executive honoring the non-compete covenant for any reason that is also a Good Reason shall be treated as a termination by Executive for Good Reason as set forth in Section 10(a) hereof, the Non-Compete Payment shall be paid monthly over the one-year Non-Compete Period following the Date of Termination in equal monthly installments of one-twelfth (1/12th) of the Non-Compete Payment5(d).

Termination by Executive Without Good Reason. If Executive shall have the right to terminate Executive’s employment is terminated by the Executive at any time without Good Reason including a resignation by giving at least thirty (30) days' prior written notice to the Executive without Good Reason and including an election not to renew this Agreement by the ExecutiveCompany; provided that, (i) on receipt of such notice, the Company will pay shall have the right, by notice to Executive, to cause the termination to be effective at any earlier date within such thirty (30) day period, and (ii) the Company shall nevertheless have the right and power to terminate Executive’s employment for Cause pursuant to Section 6(a) during such thirty (30) day period, which right shall not be limited or otherwise affected by any action taken by Executive pursuant to this Section 6(g), and if the Accrued Obligations Company terminates Executive’s employment pursuant to Section 6(a) during such thirty (30) day period, Executive’s notice of termination pursuant to this Section 6(g) shall be void and of no effect. On termination pursuant to this Section 6(g), Executive shall be entitled to any earned but unpaid Salary through the Termination Date, credit for any vacation accrued (on a time apportioned basis through the Termination Date) but not taken, reimbursement for expenses properly reimbursable and not previously reimbursed through the Termination Date, and benefits to which Executive is then entitled as expressly provided in Section 7(a)(i) above Benefit Plans in which Executive participates, but the Executive shall not be entitled to the Severance Payment, Pro-rated Bonus any severance compensation or any other Executive benefits; and accelerated vesting set forth in Sections 7(a)(i), (ii) and (iv) hereof; provided, however, the Company shall allow the have no further obligation to Executive and his dependents, at the Company’s cost, during the Non-Compete Period (hereinafter defined), to continue to participate in the Company’s Other Benefits in effect as of the Date of Termination as provided and paid in the manner set forth in Section 7(a)(iii), but only through the expiration of the Non-Compete Period. If the Executive engages in regular employment after his Date of Termination with any organization, any employee welfare benefits received by the Executive in consideration of such employment which are similar in nature to the Other Benefits provided by the Company will relieve the Company of its obligation under this Section 7(c) to provide comparable benefits to the extent of the benefits so received, and such benefit hereunder shall be forfeited. In addition, subject to the Executive honoring the non-compete covenant in Section 10(a) hereof, the Company shall pay the Executive a non-compete payment (the “Non-Compete Payment”) equal to the Severance Payment determined with a Severance Multiple equal to one (1). Subject to the Executive honoring the non-compete covenant in Section 10(a) hereof, the Non-Compete Payment shall be paid monthly over the one-year Non-Compete Period following the Date of Termination in equal monthly installments of one-twelfth (1/12th) of the Non-Compete PaymentAgreement.

Termination by Executive Without Good Reason. Notwithstanding the provisions of paragraphs 5(a) and (b) above, the Executive may terminate the employment relationship at any time pursuant to this paragraph 5(c) for any reason or no reason by giving the Company written notice at least one year prior to the effective date of termination. The Company, at its election, may (i) require Executive to continue to perform the Executive’s duties hereunder for the full one year notice period, or (ii) terminate Executive’s employment at any time during such one year notice period. An election by the Company to terminate Executive’s employment at any time during such one year notice period shall not be deemed to be a termination of Executive’s employment by the Company without Cause or a termination of Executive’s employment by the Company for Cause, but shall be treated as a Termination by Executive Without Good Reason. If the Executive’s 's employment is terminated by the Company pursuant to this paragraph 5(c) before the one year notice period has expired without cause, the Executive without Good Reason including a resignation shall continue to receive the Executive’s base salary and bonus, and the Company shall continue medical and dental benefits for the Executive and the Executive’s family, by paying the premium for health insurance continuation coverage under COBRA for the Executive and the Executive’s eligible family to the extent the Executive elects COBRA coverage (or continue to contribute the employer portion of the premium normally paid by the Company for its current employees), for a period of time (the “Severance Period”) which shall be determined as set forth in the next sentence. The Severance Period under those circumstances shall consist of the unexpired balance of the one year notice period pursuant to this paragraph 5(c). The sum, if any, payable to the Executive without Good Reason in respect of the Severance Period shall be payable in equal monthly installments on the Fifteenth (15th) day of each month in the Severance Period. All other compensation and including an election not benefits paid by the Company to renew the Executive shall cease upon the Executive’s last day of employment, except such benefits as may be required to be extended under applicable state or Federal law. The Executive acknowledges and agrees that the non-compete restrictions set forth in Section 7 of this Employment Agreement will remain in full force and effect for the twelve (12) month period after the termination of the Executive’s employment. Furthermore, the obligations imposed on Executive with respect to confidentiality, non-disclosure and assignment of rights to inventions or developments in this Agreement or any other agreement executed by the Executiveparties shall continue, notwithstanding the Company will pay termination of the Executive employment relationship between the Accrued Obligations parties. The salary, bonus (if any) and health insurance benefits to be provided under this paragraph 5(c) are sometimes hereinafter referred to as provided in Section 7(a)(i) above but the "Termination Compensation." The Executive shall not be entitled to any Termination Compensation pursuant to this paragraph 5(c) unless the Severance Payment, Pro-rated Bonus Executive executes and accelerated vesting set forth in Sections 7(a)(i), (ii) and (iv) hereof; provided, however, delivers to the Company shall allow after a notice of termination a release in form and substance reasonably satisfactory to the Company by which the Executive releases the Company from any obligations and his dependentsliabilities of any type whatsoever under this Agreement, at except for the Company's obligations with respect to the Termination Compensation, which release shall not affect the Executive’s costright to indemnification, during if any, for actions taken within the Non-Compete Period (hereinafter defined), to continue to participate in the Company’s Other Benefits in effect as scope of the Date of Termination as provided and paid Executive’s employment or the Executive’s rights in the manner set forth in Section 7(a)(iii), but only through the expiration respect of the Non-Compete PeriodExecutive’s vested stock options, if any. If The parties hereto acknowledge that the Executive engages in regular employment after his Date of Termination with any organization, any employee welfare benefits received by the Executive Compensation to be provided under this paragraph 5(c) is to be provided in consideration for the above-specified release. The Executive will not be entitled to and shall not receive any other compensation or benefits of such employment which are similar in nature to the Other Benefits provided by the Company will relieve the Company of its obligation under this Section 7(c) to provide comparable benefits to the extent of the benefits so received, and such benefit hereunder shall be forfeited. In addition, subject to the Executive honoring the non-compete covenant in Section 10(a) hereof, the Company shall pay the Executive a non-compete payment (the “Non-Compete Payment”) equal to the Severance Payment determined with a Severance Multiple equal to one (1). Subject to the Executive honoring the non-compete covenant in Section 10(a) hereof, the Non-Compete Payment shall be paid monthly over the one-year Non-Compete Period any type following the Date effective date of Termination in equal monthly installments of one-twelfth (1/12th) of the Non-Compete Paymenttermination, except such benefits as may be required to be extended under applicable state or Federal law.

Termination by Executive Without Good Reason. Notwithstanding the provisions of paragraphs 5(a) and (b) above, the Executive may terminate the employment relationship at any time pursuant to this paragraph 5(c) for any reason or no reason by giving the Company written notice at least one hundred eighty (180) days prior to the effective date of termination. The Company, at its election, may (i) require Executive to continue to perform the Executive’s duties hereunder for the full one hundred eighty (180) day notice period, or (ii) terminate Executive’s employment at any time during such one hundred eighty (180) day notice period. An election by the Company to terminate Executive’s employment at any time during such one hundred eighty (180) day notice period shall not be deemed to be a termination of Executive’s employment by the Company without Cause or a termination of Executive’s employment by the Company for Cause, but shall be treated as a Termination by Executive Without Good Reason. If the Executive’s 's employment is terminated by the Company pursuant to this paragraph 5(c) before the one hundred eighty (180) day notice period has expired without cause, the Executive without Good Reason including a resignation shall continue to receive the Executive’s base salary and bonus, and the Company shall continue medical and dental benefits for the Executive and the Executive’s family, by paying the premium for health insurance continuation coverage under COBRA for the Executive and the Executive’s eligible family to the extent the Executive elects COBRA coverage (or continue to contribute the employer portion of the premium normally paid by the Company for its current employees), for a period of time (the “Severance Period”) which shall be determined as set forth in the next sentence. The Severance Period under those circumstances shall consist of the unexpired balance of the one hundred eighty day notice period pursuant to this paragraph 5(c). Notwithstanding the foregoing, the Executive shall only become eligible for a Severance Period if the Executive is terminated without Good Reason cause at any time after Six (6) months from the date the Executive commenced employment under this Agreement. The sum, if any, payable to the Executive in respect of the Severance Period shall be payable in equal monthly installments on the Fifteenth (15th) day of each month in the Severance Period. All other compensation and including an election not benefits paid by the Company to renew the Executive shall cease upon the Executive’s last day of employment, except such benefits as may be required to be extended under applicable state or Federal law. The Executive acknowledges and agrees that the non-compete restrictions set forth in Section 7 of this Employment Agreement will remain in full force and effect for the six (6) month period after the termination of the Executive’s employment. Furthermore, the obligations imposed on Executive with respect to confidentiality, non-disclosure and assignment of rights to inventions or developments in this Agreement or any other agreement executed by the Executiveparties shall continue, notwithstanding the Company will pay termination of the Executive employment relationship between the Accrued Obligations parties. The salary, bonus (if any) and health insurance benefits to be provided under this paragraph 5(c) are sometimes hereinafter referred to as provided in Section 7(a)(i) above but the "Termination Compensation." The Executive shall not be entitled to any Termination Compensation pursuant to this paragraph 5(c) unless the Severance Payment, Pro-rated Bonus Executive executes and accelerated vesting set forth in Sections 7(a)(i), (ii) and (iv) hereof; provided, however, delivers to the Company shall allow after a notice of termination a release in form and substance reasonably satisfactory to the Company by which the Executive releases the Company from any obligations and his dependentsliabilities of any type whatsoever under this Agreement, at except for the Company's obligations with respect to the Termination Compensation, which release shall not affect the Executive’s costright to indemnification, during if any, for actions taken within the Non-Compete Period (hereinafter defined), to continue to participate in the Company’s Other Benefits in effect as scope of the Date of Termination as provided and paid Executive’s employment or the Executive’s rights in the manner set forth in Section 7(a)(iii), but only through the expiration respect of the Non-Compete PeriodExecutive’s vested stock options, if any. If The parties hereto acknowledge that the Executive engages in regular employment after his Date of Termination with any organization, any employee welfare benefits received by the Executive Compensation to be provided under this paragraph 5(c) is to be provided in consideration for the above-specified release. The Executive will not be entitled to and shall not receive any other compensation or benefits of such employment which are similar in nature to the Other Benefits provided by the Company will relieve the Company of its obligation under this Section 7(c) to provide comparable benefits to the extent of the benefits so received, and such benefit hereunder shall be forfeited. In addition, subject to the Executive honoring the non-compete covenant in Section 10(a) hereof, the Company shall pay the Executive a non-compete payment (the “Non-Compete Payment”) equal to the Severance Payment determined with a Severance Multiple equal to one (1). Subject to the Executive honoring the non-compete covenant in Section 10(a) hereof, the Non-Compete Payment shall be paid monthly over the one-year Non-Compete Period any type following the Date effective date of Termination in equal monthly installments of one-twelfth (1/12th) of the Non-Compete Paymenttermination, except such benefits as may be required to be extended under applicable state or Federal law.