Common use of Termination by the Company Other than for Cause Clause in Contracts

Termination by the Company Other than for Cause. The Company shall have the right to terminate your employment hereunder at any time other than for Cause. In the event of a termination by Company pursuant to this paragraph, you shall be entitled to receive payment of the Accrued Obligations and the following severance pay and related benefits: (i) the Company will pay you severance pay in the amount of (A) your then-current annual Base Salary plus (B) the higher of (i) your Bonus for the year in which the termination occurs or (ii) the average percentage of your Base Salary paid to you as Bonus in the two fiscal years prior to the termination date, in each case pro-rated by the number of days you were employed in the calendar year of the termination, provided however, that if the termination date occurs during the first year of employment, the pro-rated amount of the Bonus, if any, shall be determined in the sole discretion of the Board or the Compensation Committee (A and B, collectively are the “Severance Pay”). Your Severance Pay shall be paid in equal installments over a period of twelve (12) months commencing with the first payroll period following the effective date of the Release required by Section 5(e), minus required withholdings, which severance payments will be made to you on the Company’s normal payroll cycle; (ii) should you elect to continue your group health and dental insurance benefits in accordance with the provisions of COBRA following the date of your termination, the Company shall pay the full premium for such health and dental insurance continuation benefits for a period of twelve (12) months after the termination date; provided, however, that any such payments will cease if you voluntarily enroll in a health insurance plan offered by another employer or entity during the period in which the Company is paying such premiums. You agree to immediately notify the Company in writing of any such enrollment. (iii) notwithstanding the terms of any stock option grants and/or restricted stock awards, the vesting of such equity awards will automatically accelerate such that, in addition to any vesting acceleration earned by you pursuant to Section 3(e) or 3(f) of this Agreement prior to the effective date of such termination, effective on the date of such termination you will be deemed vested as if you had remained employed by the Company for an additional period of twenty four (24) months as of the date of termination and all restricted stock held by you that would otherwise vest as if you had been employed by the Company for an additional twenty four (24) months as of the date of termination shall automatically and immediately vest and no longer be subject to forfeiture or a right to repurchase by the Company as of the date of termination.

Termination by the Company Other than for Cause. The OR BY THE EXECUTIVE FOR GOOD REASON If during the Term the Company shall have terminates the right to terminate your Executive's employment hereunder at any time other than for Cause. In Cause or the event of a termination by Company pursuant to this paragraphExecutive terminates his employment for Good Reason, you the Executive shall be entitled to receive payment to: (a) Payment of the following accrued obligations (the "Accrued Obligations and the following severance pay and related benefits:Obligations"): (i) the Executive's then current annual base salary through the Date of Termination to the extent not theretofore paid; and (ii) if the performance criteria for earning the annual bonus for the full fiscal year of termination have been fully satisfied at the time of termination (excluding any requirement that the Executive be employed by the Company will pay you severance pay in at the end of the fiscal year), the product of (x) the amount of the annual bonus for that year and (Ay) your then-current annual Base Salary plus (B) a fraction the higher numerator of (i) your Bonus for the year in which the termination occurs or (ii) the average percentage of your Base Salary paid to you as Bonus in the two fiscal years prior to the termination date, in each case pro-rated by is the number of days you were employed in the calendar current fiscal year through the Date of Termination and the termination, provided however, that if the termination date occurs during the first year denominator of employment, the prowhich is three hundred sixty-rated amount of the Bonus, if any, shall be determined in the sole discretion of the Board or the Compensation Committee five (A and B, collectively are the “Severance Pay”365). Your Severance Pay shall be paid in equal installments over a period of twelve (12) months commencing with the first payroll period following the effective date of the Release required by Section 5(e), minus required withholdings, which severance payments will be made to you on the Company’s normal payroll cycle; (ii) should you elect to continue your group health and dental insurance benefits in accordance with the provisions of COBRA following the date of your termination, the Company shall pay the full premium for such health and dental insurance continuation benefits for a period of twelve (12) months after the termination date; provided, however, that any such payments will cease if you voluntarily enroll in a health insurance plan offered by another employer or entity during the period in which the Company is paying such premiums. You agree to immediately notify the Company in writing of any such enrollment. (iii) notwithstanding if the terms performance criteria for earning the annual bonus for the full fiscal year of any stock option grants and/or restricted stock awardstermination have not been fully satisfied and the Board of Directors of the Company determines that all such criteria could not have been satisfied if the Executive remained employed for the full fiscal year, no amount for the annual bonus; and (iv) if neither (ii) nor (iii) apply, the vesting product of such equity awards will automatically accelerate such that, (x) the Three-Year Average Annual Bonus and (y) a fraction the numerator of which is the number of days in addition to any vesting acceleration earned by you pursuant to Section 3(e) the current fiscal year through the Date of Termination and the denominator of which is three hundred sixty-five (365). "Three-Year Average Annual Bonus" shall mean the average of bonuses paid or 3(f) of this Agreement prior payable to the effective date of such termination, effective on the date of such termination you will be deemed vested as if you had remained employed Executive by the Company for an additional period of twenty four (24) months as each of the date three fiscal years immediately preceding the year of termination (including the annualized amount of any such bonus paid or payable for any partial year, but not stock options or stock awards, which became fully vested and all restricted stock held by you any deferred compensation earned during any of those years and excluding any sign-on or other one-time-only bonus). If the Executive has not been an executive officer of the Company during the entire three-year period referred to above or was not offered a bonus during any of those years, then the Three-Year Average Annual Bonus shall be calculated for such shorter time that would otherwise vest as if you he or she was an executive officer of the Company and had been employed by the Company for an additional twenty four (24) months as of the date of termination shall automatically and immediately vest and no longer be subject to forfeiture or offered a right to repurchase by the Company as of the date of termination.bonus; and

Termination by the Company Other than for Cause. The OR BY THE EXECUTIVE FOR GOOD REASON If during the Change of Control Period the Company shall have terminates the right to terminate your Executive's employment hereunder at any time other than for Cause. In Cause or the event of a termination by Company pursuant to this paragraphExecutive terminates his employment for Good Reason, you the Executive shall be entitled to receive payment to: (a) Payment of the following accrued obligations (the "Accrued Obligations and the following severance pay and related benefits:Obligations"): (i) the Company will pay you severance pay in the amount of (A) your then-current annual Annual Base Salary plus (B) through the higher Date of (i) your Bonus for the year in which the termination occurs or (ii) the average percentage of your Base Salary paid to you as Bonus in the two fiscal years prior Termination to the termination date, in each case pro-rated by the number of days you were employed in the calendar year of the termination, provided however, that if the termination date occurs during the first year of employment, the pro-rated amount of the Bonus, if any, shall be determined in the sole discretion of the Board or the Compensation Committee (A and B, collectively are the “Severance Pay”). Your Severance Pay shall be paid in equal installments over a period of twelve (12) months commencing with the first payroll period following the effective date of the Release required by Section 5(e), minus required withholdings, which severance payments will be made to you on the Company’s normal payroll cycleextent not theretofore paid; (ii) should you elect if the performance criteria for earning the Annual Bonus for the full fiscal year of termination have been fully satisfied at the time of termination (excluding any requirement that the Executive be employed by the Company at the end of the fiscal year), the product of (x) the amount of the Annual Bonus for that year and (y) a fraction the numerator of which is the number of days in the current fiscal year through the Date of Termination and the denominator of which is three hundred sixty-five (365); (iii) if the performance criteria for earning the Annual Bonus for the full fiscal year of termination have not been fully satisfied and the Board of Directors of the Company determines that all such criteria could not have been satisfied if the Executive remained employed for the full fiscal year, no amount for the Annual Bonus; and (iv) if neither (ii) nor (iii) apply, the product of (x) the Three-Year Average Annual Bonus and (y) a fraction the numerator of which is the number of days in the current fiscal year through the Date of Termination and the denominator of which is three hundred sixty-five (365); and (v) any compensation previously deferred by the Executive (together with accrued interest or earnings thereon, if any) and any accrued paid time-off that would be payable under the Company's standard policy, in each case to continue your group health the extent not theretofore paid. (b) For eighteen (18) months after the Date of Termination or until the Executive qualifies for comparable medical and dental insurance benefits from another employer, whichever occurs first, and subject to the satisfactory execution by the Executive (including the expiration of any revocation period) of an agreement substantially in accordance with the provisions form of COBRA following the date of your terminationExhibit A hereof, the Company shall pay the full premium for such health and dental insurance continuation benefits for a period of twelve Executive's premiums for (12i) months after the termination date; provided, however, that any such payments will cease if you voluntarily enroll in a health insurance plan offered by another employer or entity during benefit continuation for the period in Executive and his family members, if applicable, which the Company is paying such premiums. You agree provides to immediately notify the Executive under the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), to the extent that the Company in writing of any would have paid such enrollment. (iii) notwithstanding premium had the terms of any stock option grants and/or restricted stock awards, the vesting of such equity awards will automatically accelerate such that, in addition to any vesting acceleration earned by you pursuant to Section 3(e) or 3(f) of this Agreement prior to the effective date of such termination, effective on the date of such termination you will be deemed vested as if you had Executive remained employed by the Company (such continued payment is hereinafter referred to as "COBRA Continuation"); and (ii) additional health coverage (such as Exec-U-Care), life, accidental death and disability and other insurance programs for an additional the Executive and his family members, if applicable, to the extent such programs existed on the Change of Control Date. (c) Continuation of the payment of the Annual Base Salary for the fiscal year in which the Date of Termination occurs for a period of twenty four eighteen (2418) months as after the Date of Termination, subject to the date of termination and all restricted stock held by you that would otherwise vest as if you had been employed satisfactory execution by the Company for Executive (including the expiration of any revocation period) of an additional twenty four agreement substantially in the form of Exhibit A hereof. (24d) months as of An amount equal to one and one-half times the date of termination shall automatically and immediately vest and no longer be Three-Year Average Annual Bonus, subject to forfeiture or a right to repurchase the satisfactory execution by the Company as Executive (including the expiration of any revocation period) of an agreement substantially in the date form of terminationExhibit A hereof. (e) Immediate vesting of all outstanding stock options previously granted to the Executive by the Company, subject to the satisfactory execution by the Executive (including the expiration of any revocation period) of an agreement substantially in the form of Exhibit A hereof. (f) The provision in any agreement evidencing any outstanding stock option causing the option to terminate upon the expiration of three months (or any other period relating to termination of employment) after termination of employment shall be of no force or effect, except that nothing herein shall extend any such option beyond its original term or shall affect its termination for any reason other than termination of employment. The provisions of this clause (f) are subject to the satisfactory execution by the Executive (including the expiration of any revocation period) of an agreement substantially in the form of Exhibit A.

Termination by the Company Other than for Cause. The Company shall have the right to terminate your employment hereunder at any time other than for Cause. In the event of a termination by Company pursuant to this paragraphparagraph that occurs at any time prior to the effective date of a Change in Control, or more than fifteen (15) months following the effective date of a Change in Control, you shall be entitled to receive payment of the Accrued Obligations and the following severance pay and related benefits:, subject to your timely provision of the effective Release of claims required by Section 5(e): (i) the Company will pay you severance pay in the amount of (A) twelve (12) months of your then-current annual Base Salary plus (B) the higher of (i) your target Bonus for the year in which the termination occurs or (ii) the average percentage of your Base Salary paid to you as Bonus in the two fiscal years prior to the termination date, in each case pro-rated by the number of days you were employed in the calendar year of the termination, provided however, that if the termination date occurs during the first year of employment, the pro-rated amount of the Bonus, if any, shall be determined in the sole discretion of the Board or the Compensation Committee (A and B, collectively are the “Severance Pay”). Your Severance Pay shall be paid in equal installments over a period of twelve (12) months commencing with the first payroll period following the effective on your termination date of the Release required by Section 5(e), minus required withholdings, which severance payments will be made to you on the Company’s normal payroll cycle;; provided, however that any amounts otherwise scheduled to be paid prior to the effective date of the Release required by Section 5(e) shall instead accrue and be paid on the first payroll date following the effective date of the Release. (ii) should you elect to continue your group health and dental insurance benefits in accordance with the provisions of COBRA following the date of your termination, the Company shall pay the full premium for such health and dental insurance continuation benefits for a period of twelve (12) months after commencing with the first calendar month that commences following your termination datedate (the “COBRA Payment Period”); provided, however, that any such payments will cease if you voluntarily enroll in a health insurance plan offered by another employer or entity during the period in which the Company is paying such premiums. You agree to immediately notify the Company in writing of any such enrollment. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay you a taxable cash amount, which payment shall be made regardless of whether you or your eligible family members elect health care continuation coverage (the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly installments on the same schedule that the COBRA Premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company would have otherwise paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the earlier of (i) expiration of the COBRA Payment Period, or (ii) the date you voluntarily enroll in a health insurance plan offered by another employer or entity. (iii) notwithstanding the terms of any stock option grants and/or restricted stock awards, the vesting of such equity awards will automatically accelerate such that, in addition to any vesting acceleration earned by you pursuant to Section 3(e) or 3(f) of this Agreement prior to the effective date of such termination, effective on the date of such termination you will be deemed vested as if you had remained employed by the Company for an additional period of twenty four (24) months as of the date of termination and all restricted stock held by you that would otherwise vest as if you had been employed by the Company for an additional twenty four (24) months as of the date of termination shall automatically and immediately vest and no longer be subject to forfeiture or a right to repurchase by the Company as of the date of termination. Any severance benefits provided under this Section 5(c) shall be calculated without giving effect to any reduction in your Base Salary that would give you the right to resign for Good Reason.

Termination by the Company Other than for Cause. (i) The Company may terminate this Agreement and Executive’s employment other than for Cause immediately upon oral, written or other notice to Executive at the Company’s sole discretion, and in such event, the Company shall have provide severance benefits to Executive in accordance with and subject to Paragraph 5(d)(ii) below. Executive acknowledges and agrees that such severance benefits constitute the right to terminate your exclusive remedy of Executive upon such a termination of employment hereunder at any time other than for Cause. In the event Notwithstanding any other provision of this Agreement, as a termination by Company pursuant condition to this paragraphreceiving such severance benefits, you Executive shall be entitled to receive payment of the Accrued Obligations execute a Confidential Severance Agreement and the following severance pay Full and related benefits: (i) the Company will pay you severance pay in the amount of (A) your then-current annual Base Salary plus (B) the higher of (i) your Bonus for the year in which the termination occurs or (ii) the average percentage of your Base Salary paid to you as Bonus in the two fiscal years prior to the termination date, in each case pro-rated by the number of days you were employed in the calendar year of the termination, provided however, that if the termination date occurs during the first year of employment, the pro-rated amount of the Bonus, if any, shall be determined in the sole discretion of the Board or the Compensation Committee (A and B, collectively are the “Severance Pay”). Your Severance Pay shall be paid in equal installments over a period of twelve (12) months commencing with the first payroll period following the effective date of the Release required by Section 5(e), minus required withholdingsGeneral Release, which severance payments will be made to you on shall include among other provisions, at the Company’s normal payroll cycle;sole discretion, a full release of claims in favor of the Company and its Affiliates substantially similar to the form attached hereto as Appendix A (“Release”). (ii) should you elect to continue your group health If Executive’s employment is terminated under Paragraph 5(d)(i) and dental insurance benefits in accordance with the provisions of COBRA following the date of your terminationExecutive properly executes a Release, the Company shall pay the full premium for such health Executive in addition to any unpaid Salary, unused vacation pay and dental insurance continuation reimbursement of documented accrued and unreimbursed expenses, severance and benefits for a period of twelve (12) months after following Executive’s execution of the Release and the expiration of any applicable revocation period with respect to Executive’s execution of such Release, as follows: (a) During the first six (6) months following Executive’s termination dateof employment, the Company shall pay to Executive a monthly amount equal to one-twelfth (1/12) of the annual Salary of Executive referenced in Paragraph 2, less applicable taxes and withholdings, at the rate in effect immediately prior to Executive’s termination of employment, provided that in no event shall the aggregate amount paid during such initial six (6) months exceed two times the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (“Code”), for the calendar year of Executive’s termination of employment (the “401(a)(17) limit”). During the remaining period of the twelve (12) month period, the Company shall pay to Executive a monthly amount equal to one-twelfth (1/12) of the annual Salary of Executive referenced in Paragraph 2, less applicable taxes and withholdings, at the rate in effect immediately prior to Executive’s termination of employment; provided, howeverthat if Executive’s severance pay during the first six (6) month period referenced above is reduced in order to not exceed the 401(a)(17) limit, that any then the amount of such reduction shall also be paid to Executive in equal monthly payments will cease if you voluntarily enroll in a during the remainder of the twelve (12) month period. The obligations of the Company under this paragraph 5(d)(ii)(a) shall continue until the end of the twelve (12) month period specified herein notwithstanding the death of Executive; and (b) During the twelve (12) month period following Executive’s termination the Company shall continue Executive’s group health insurance plan offered by another employer coverage for Executive and/or his or entity during her eligible dependents, provided that such coverage shall terminate in the period event that Executive (i) becomes eligible for comparable health coverage in which connection with other employment, (ii) fails to timely elect to continue such coverage for himself or herself and/or his or her eligible dependents pursuant to the Company is paying such premiums. You agree to immediately notify the Company in writing Consolidated Omnibus Budget Reconciliation Act of any such enrollment. 1985 (“COBRA”), (iii) notwithstanding fails to meet the terms of eligibility requirements under the applicable plan for any stock option grants and/or restricted stock awardssuch coverage, (iv) fails to timely pay the vesting cost of such equity awards will automatically accelerate such that, in addition to any vesting acceleration earned by you pursuant to Section 3(e) or 3(f) of this Agreement prior to coverage at the effective date of such termination, effective on the date of such termination you will be deemed vested as if you had remained employed by the Company for an additional period of twenty four (24) months as of the date of termination and all restricted stock held by you rate that would otherwise vest as if you had been employed by the Company for be charged to an additional twenty four active employee with similar coverage, or (24) months as of the date of termination shall automatically and immediately vest and no longer be subject to forfeiture or a right to repurchase by the Company as of the date of termination.v)

Termination by the Company Other than for Cause. The OR BY THE EXECUTIVE FOR GOOD REASON If during the Term the Company shall have terminates the right to terminate your Executive’s employment hereunder at any time other than for Cause. In Cause or the event of a termination by Company pursuant to this paragraphExecutive terminates his employment for Good Reason, you the Executive shall be entitled to receive payment to: (a) Payment of the following accrued obligations (the “Accrued Obligations and the following severance pay and related benefits:Obligations”): (i) the Executive’s then current annual base salary through the Date of Termination to the extent not theretofore paid; and (ii) if the performance criteria for earning the annual bonus for the full fiscal year of termination have been fully satisfied at the time of termination (excluding any requirement that the Executive be employed by the Company will pay you severance pay in at the end of the fiscal year), the product of (x) the amount of the annual bonus for that year and (Ay) your then-current annual Base Salary plus (B) a fraction the higher numerator of (i) your Bonus for the year in which the termination occurs or (ii) the average percentage of your Base Salary paid to you as Bonus in the two fiscal years prior to the termination date, in each case pro-rated by is the number of days you were employed in the calendar current fiscal year through the Date of Termination and the termination, provided however, that if the termination date occurs during the first year denominator of employment, the prowhich is three hundred sixty-rated amount of the Bonus, if any, shall be determined in the sole discretion of the Board or the Compensation Committee five (A and B, collectively are the “Severance Pay”365). Your Severance Pay shall be paid in equal installments over a period of twelve (12) months commencing with the first payroll period following the effective date of the Release required by Section 5(e), minus required withholdings, which severance payments will be made to you on the Company’s normal payroll cycle; (ii) should you elect to continue your group health and dental insurance benefits in accordance with the provisions of COBRA following the date of your termination, the Company shall pay the full premium for such health and dental insurance continuation benefits for a period of twelve (12) months after the termination date; provided, however, that any such payments will cease if you voluntarily enroll in a health insurance plan offered by another employer or entity during the period in which the Company is paying such premiums. You agree to immediately notify the Company in writing of any such enrollment. (iii) notwithstanding if the terms performance criteria for earning the annual bonus for the full fiscal year of any stock option grants and/or restricted stock awardstermination have not been fully satisfied and the Board of Directors of the Company determines that all such criteria could not have been satisfied if the Executive remained employed for the full fiscal year, no amount for the annual bonus; and (iv) if neither (ii) nor (iii) apply, the vesting product of such equity awards will automatically accelerate such that, (x) the Three-Year Average Annual Bonus and (y) a fraction the numerator of which is the number of days in addition to any vesting acceleration earned by you pursuant to Section 3(e) the current fiscal year through the Date of Termination and the denominator of which is three hundred sixty-five (365). “Three-Year Average Annual Bonus” shall mean the average of bonuses paid or 3(f) of this Agreement prior payable to the effective date of such termination, effective on the date of such termination you will be deemed vested as if you had remained employed Executive by the Company for an additional period of twenty four (24) months as each of the date three fiscal years immediately preceding the year of termination (including the annualized amount of any such bonus paid or payable for any partial year, but not stock options or stock awards, which became fully vested and all restricted stock held by you any deferred compensation earned during any of those years and excluding any sign-on or other one-time-only bonus). If the Executive has not been an executive officer of the Company during the entire three-year period referred to above or was not offered a bonus during any of those years, then the Three-Year Average Annual Bonus shall be calculated for such shorter time that would otherwise vest as if you he or she was an executive officer of the Company and had been employed by the Company for an additional twenty four (24) months as of the date of termination shall automatically and immediately vest and no longer be subject to forfeiture or offered a right to repurchase by the Company as of the date of termination.bonus; and

Termination by the Company Other than for Cause. The Company shall have may terminate the right to terminate your Executive's employment hereunder other than for Cause at any time other than for Causeupon written notice. In the event of a termination by such termination, the Company pursuant to this paragraph, you shall be entitled to receive payment of the Accrued Obligations and the following severance pay and related benefitsshall: (i) at the Company will election of the Executive, either continue to pay you severance pay in the amount of (A) your then-current annual Base Salary plus and any Stipulated Bonus to the Executive during the remainder of the Term of Employment or pay to him the present value (Busing the prime rate as reported in The Wall Street Journal on the date of termination to calculate the discount factor) the higher of (i) your Bonus for the year in which the termination occurs or (ii) the average percentage of your such Base Salary paid to you as and any Stipulated Bonus in the two fiscal years prior to the termination date, in each case pro-rated by the number of days you were employed in the calendar year of the termination, provided however, that if the termination date occurs during the first year of employment, the pro-rated amount of the Bonus, if any, shall be determined in the sole discretion of the Board or the Compensation Committee (A and B, collectively are the “Severance Pay”). Your Severance Pay shall be paid in equal installments over a period of twelve (12) months commencing with the first payroll period following the effective date of the Release required by Section 5(e), minus required withholdings, which severance payments will be made to you on the Company’s normal payroll cyclelump sum; (ii) should you elect at the election of the Executive, either continue to continue your group health contribute to the cost of the Executive's participation in the Company's medical and dental life insurance benefits in accordance with arrangements during the provisions remainder of COBRA following the date Term of your termination, the Company shall Employment or pay the full premium for such health and dental insurance continuation benefits for a period of twelve (12) months after the termination date; provided, however, that any such payments will cease if you voluntarily enroll to him in a health lump sum the present value (determined as provided in clause (i) above) of the greater of the Company's contribution to such cost or the amount required to purchase individual coverage with substantially equivalent benefits if Executive is no longer eligible to participate in such medical and life insurance plan offered by another employer or entity during the period in which the Company is paying such premiums. You agree to immediately notify the Company in writing of any such enrollment.arrangements; (iii) notwithstanding pay to Executive any other compensation hereunder that has been earned but not paid including any Stipulated Bonus; and (iv) regardless of whether the terms termination occurs during or after the Term of any stock option grants and/or restricted stock awardsEmployment, treat the Executive as having satisfied the vesting requirements under the SERP and being entitled to his retirement benefits as described in Section 5.1 of the SERP and payment of such equity awards will automatically accelerate such that, in addition to any vesting acceleration earned by you pursuant to benefits shall commence immediately without reduction under Section 3(e) or 3(f) of this Agreement prior to the effective date of such termination, effective on the date of such termination you will be deemed vested as if you had remained employed by the Company for an additional period of twenty four (24) months as 5.3 of the date SERP, notwithstanding any of termination the provisions of the SERP, and all restricted stock options held by you Executive that would otherwise vest as if you had been employed by become vested during the Company full Term of Employment shall become immediately vested upon such termination and remain exercisable for an additional twenty four (24) months as the full term of the date of termination stock options. The Company shall automatically and immediately vest and have no longer be subject other obligations under this Agreement. The Executive shall have no obligation to forfeiture or a right to repurchase by the Company as of the date of terminationmitigate.

Termination by the Company Other than for Cause. The or By the Executive for a Good Reason. In addition to the payment to the Executive of the Executive’s Base Salary and the reimbursement of any applicable expenses pursuant to Section 4 of this Agreement through the Date of Termination, if (a) after the first anniversary of the Effective Date the Employment Period is terminated (i) by the Company shall have the right to terminate your employment hereunder at any time other than for Cause, (ii) by the Executive for a Good Reason, or (iii) by the Company in accordance with Section 2.1.2 of this Agreement by providing the requisite notice to the Executive to terminate this Agreement prior to any Expiration Date; and (b) the Executive executes a general release in substantially the form attached hereto as Exhibit A (the “Release”) on or before the Date of Termination; and (c) the Executive has not breached the terms of the “Assignment Agreement” (as defined below); then the Company shall continue paying the Executive salary payments based on the Base Salary (at the rate in effect at the Date of Termination) for a period commencing on the Date of Termination and ending six (6) months from the Date of Termination. In Any payment under this Section 5.2 shall be made in accordance with the event of a termination by Company pursuant to this paragraph, you Company’s normal payroll schedule at the time the payments are made. The Executive shall be entitled to receive payment the benefits under any plan or program adopted or sponsored by the Company or its Subsidiaries (to the extent the Executive participates and is vested in such benefits) in accordance with the terms of such plan or program. If the Executive elects and remains eligible for health coverage pursuant to Section 4980B of the Accrued Obligations Internal Revenue Code of 1986, as amended (“COBRA”) (and subject to withholding pursuant to Section 3.5 of this Agreement), then commencing within fifteen (15) business days following the following severance pay and related benefits: (i) date on which the Release becomes effective pursuant to its terms, the Company will pay you severance pay in will, for a period commencing on the amount Date of Termination and ending (AX) your then-current annual Base Salary plus three (B3) months from the higher Date of (i) your Bonus for Termination if the year in which Date of Termination occurs on or before the termination occurs first anniversary of the Effective Date or (iiY) six (6) months from the average Date of Termination if the Date of Termination occurs after the first anniversary of the Effective Date, pay a percentage of your Base Salary paid to you as Bonus in the two fiscal years prior premium for such COBRA health coverage equal to the termination date, in each case pro-rated percentage of the premium for health insurance coverage paid by the number Company on the Date of days you were employed in the calendar year Termination. The Executive shall not be entitled to any other salary or compensation after termination of the termination, provided however, that Employment Period under this Section 5.2 (other than as set forth in this Section 5.2 and Section 5.4 of this Agreement). No Person shall be entitled hereunder to participate in any employee benefit plan after the Date of Termination if the termination date occurs during Employment Period is terminated in connection with this Section 5.2, except as otherwise specifically provided hereunder or as required by applicable law (i.e., COBRA) and provided that nothing herein shall be interpreted to limit the first year of employment, the pro-rated amount of the BonusExecutive’s conversion rights, if any, shall be determined in the sole discretion under any of the Board or the Compensation Committee (A and B, collectively are the “Severance Pay”). Your Severance Pay shall be paid in equal installments over a period of twelve (12) months commencing with the first payroll period following the effective date of the Release required by Section 5(e), minus required withholdings, which severance payments will be made to you on the Company’s normal payroll cycle; (ii) should you elect to continue your group health and dental insurance benefits in accordance with the provisions of COBRA following the date of your termination, the Company shall pay the full premium for such health and dental insurance continuation benefits for a period of twelve (12) months after the termination date; provided, however, that any such payments will cease if you voluntarily enroll in a health insurance plan offered by another employer or entity during the period in which the Company is paying such premiums. You agree to immediately notify the Company in writing of any such enrollmentemployee benefit plans. (iii) notwithstanding the terms of any stock option grants and/or restricted stock awards, the vesting of such equity awards will automatically accelerate such that, in addition to any vesting acceleration earned by you pursuant to Section 3(e) or 3(f) of this Agreement prior to the effective date of such termination, effective on the date of such termination you will be deemed vested as if you had remained employed by the Company for an additional period of twenty four (24) months as of the date of termination and all restricted stock held by you that would otherwise vest as if you had been employed by the Company for an additional twenty four (24) months as of the date of termination shall automatically and immediately vest and no longer be subject to forfeiture or a right to repurchase by the Company as of the date of termination.

Termination by the Company Other than for Cause. The Subject to the provisions of Section 4 below, if the Company shall have terminates Executive's employment with the right to terminate your employment hereunder at any time Company other than for CauseCause or if the Company causes a Defacto Termination of Executive (as defined below) (each a "Separation Termination"), Executive shall receive the "Separation Package." As used herein, the "Separation Package" shall consist of (i) a cash amount equal to the base salary which would have been payable to Executive over 12 months (computed at the annual rate in effect at the date of the Separation Termination), plus (ii) a cash amount equal to the pro rated portion of the performance bonus (computed by reference to the actual number of days Executive is employed during the applicable fiscal year) which would have been paid to Executive under the Company's performance bonus plan for the fiscal year in which the Separation Termination occurs (if any such plan is then in effect) if Executive's employment had continued through the end of the fiscal year and the Company had achieved 100% of its scheduled performance goals, plus (iii) paid up COBRA benefits for Executive and his or her family for the 12 months following the date of the Separation Termination. In Further, notwithstanding any contrary provision in the event applicable stock option agreement, all Options which are not vested as of the date of the Separation Termination shall become vested and immediately exercisable and all Options held by Executive as of the date of the Separation Termination (including those which become exercisable solely as a termination by Company pursuant to result of the provisions of this sentence) shall remain exercisable for a period of 15 months following the date of the Separation Termination. For purposes of this paragraph, you "Defacto Termination" shall be entitled to receive payment include any of the Accrued Obligations and the following severance pay and related benefits: events: (i) the Company will pay you severance pay shall reduce the Executive's base salary in an aggregate amount in excess of 10% from that paid in the amount prior fiscal year, except as part of (A) your then-current annual Base Salary plus (B) the higher a general reduction of (i) your Bonus for the year executive officers compensation in which the termination occurs or general; (ii) the average percentage of your Base Salary paid Company shall fail to you as Bonus in the two fiscal years prior cause Executive to the termination date, in each case pro-rated by the number of days you were employed in the calendar year remain an executive officer of the terminationCompany; (iii) Executive shall not be afforded the authority, provided howeverpowers, that if the termination date occurs during the first year of employment, the pro-rated amount of the Bonus, if any, shall be determined in the sole discretion of the Board responsibilities and privileges customarily accorded to an executive with his or the Compensation Committee her title; or (A and B, collectively are the “Severance Pay”). Your Severance Pay shall be paid in equal installments over a period of twelve (12iv) months commencing with the first payroll period following the effective date of the Release required by Section 5(e), minus required withholdings, which severance payments will be made to you on the Company’s normal payroll cycle; (ii) should you elect to continue your group health and dental insurance benefits in accordance with the provisions of COBRA following the date of your termination, the Company shall pay require Executive's primary services to be rendered in an area other than the full premium for such health and dental insurance continuation benefits for a period of twelve (12) months after Company's principal offices in the termination date; provided, however, that any such payments will cease if you voluntarily enroll in a health insurance plan offered by another employer or entity during the period in which the Company is paying such premiums. You agree to immediately notify the Company in writing of any such enrollmentgreater Los Angeles metropolitan area. (iii) notwithstanding the terms of any stock option grants and/or restricted stock awards, the vesting of such equity awards will automatically accelerate such that, in addition to any vesting acceleration earned by you pursuant to Section 3(e) or 3(f) of this Agreement prior to the effective date of such termination, effective on the date of such termination you will be deemed vested as if you had remained employed by the Company for an additional period of twenty four (24) months as of the date of termination and all restricted stock held by you that would otherwise vest as if you had been employed by the Company for an additional twenty four (24) months as of the date of termination shall automatically and immediately vest and no longer be subject to forfeiture or a right to repurchase by the Company as of the date of termination.

Termination by the Company Other than for Cause. The Company shall have (1) If the right to terminate your employment hereunder at any time Executive incurs an involuntary Separation from Service for reasons other than for CauseCause (and for reasons other than death or Disability), then subject to the Executive meeting the release requirements described in Section 4(f)(2) below, the Executive shall receive the following payments and benefits (subject to Section 18 below): (A) Continued payments in accordance with the schedule of Base Salary Periodic Installments described in Section 3(a), for (i) the remainder of the Term (not including any renewal terms that have not yet begun, even if the notice period for nonrenewal has expired), or (ii) one (1) year, whichever is greater (the “Severance Period”). In the event of a termination by Company pursuant to this paragraph, you Each such payment shall be entitled equal to receive payment two hundred percent (200%) of the Accrued Obligations Executive’s Base Salary Periodic Installment amount as of such Separation from Service, and the following severance pay and related benefitsshall be paid as follows: (i) Payments that would otherwise have been made within the Company will pay you severance pay in 90-day period following the amount of Executive’s Separation from Service (A) your then-current annual had they commenced with the first regularly scheduled Base Salary plus (BPeriodic Installment payment date following the Executive’s Separation from Service) the higher of (i) your Bonus for the year in which the termination occurs or (ii) the average percentage of your Base Salary paid to you as Bonus in the two fiscal years prior to the termination date, in each case pro-rated by the number of days you were employed in the calendar year of the termination, provided however, that if the termination date occurs during the first year of employment, the pro-rated amount of the Bonus, if any, shall be determined in the sole discretion of the Board or the Compensation Committee (A and B, collectively are the “Severance Pay”). Your Severance Pay shall be paid in equal installments over a period of twelve (12) months commencing with the first payroll period following the effective date of the Release required by Section 5(e), minus required withholdings, which severance payments will be made to you lump sum on the final regularly scheduled Base Salary Periodic Installment payment date preceding the end of such ninety (90) day period (unless the Company’s normal payroll cycle;, in its discretion, decides to make such lump sum payment on an earlier date within such 90-day period). (ii) should you elect Payments that are not due to continue your group health be made until after the 90-day period following the Executive’s Separation from Service, based on the schedule of Base Salary Periodic Installments described in Section 3(a), shall be made when due, based on such schedule. (iii) Notwithstanding the foregoing, payments under this Section 4(f)(1)(A) shall be subject to the six-month delay for “specified employees”, if applicable, as described in more detail in Section 18. (B) Continued medical and dental insurance benefits as provided by the Company from time to time for its employees, at the Company’s expense, for the period of time equal to the shorter of the Severance Period or the maximum period of COBRA continuation coverage provided under Section 4980B(f) of the Internal Revenue Code (with such coverage to be treated as COBRA coverage). (2) The Executive becomes entitled to the payments and benefits described in accordance Section 4(f)(1), only if the Executive executes a release of claims in favor of the Company in connection with the Executive’s employment in the form attached as Exhibit C, and any revocation period with respect to such release expires, by the final regularly scheduled paydate preceding the end of the ninety (90) day period following the Executive's Separation from Service. (3) If the Executive incurs an involuntary Separation from Service due to the non-renewal of the Agreement at the expiration of an Initial Term or an Additional Term by the Company without Cause, such Separation from Service shall be treated as an involuntary Separation from Service without Cause, and the provisions of COBRA following Sections 4(f)(1) and (2) shall apply. (4) If the date of your terminationExecutive incurs an involuntary Separation from Service for reasons other than for Cause (and for reasons other than death or Disability), the Company shall pay to the full premium Executive that portion, if any, of the Base Salary and any bonus amounts due that remain unpaid for such health and dental insurance continuation benefits for a period of twelve (12) months after the termination date; provided, however, that any such payments will cease if you voluntarily enroll in a health insurance plan offered by another employer or entity during the period in which the Company is paying such premiums. You agree to immediately notify the Company in writing of any such enrollment. (iii) notwithstanding the terms of any stock option grants and/or restricted stock awards, the vesting of such equity awards will automatically accelerate such that, in addition to any vesting acceleration earned by you pursuant to Section 3(e) or 3(f) of this Agreement prior to the effective date of such termination, effective on the date of such termination you will be deemed vested as if you had remained employed by the Company for an additional period of twenty four (24) months as of the date of termination and all restricted stock held by you that would otherwise vest as if you had been employed by the Company for an additional twenty four (24) months as of the date of termination shall automatically and immediately vest and no longer be subject to forfeiture or a right to repurchase by the Company as of the date of termination.

Termination by the Company Other than for Cause. The Subject to the provisions of Section 4 below, if the Company shall have terminates Executive's employment with the right to terminate your employment hereunder at any time Company other than for CauseCause or if the Company causes a Defacto Termination of Executive (as defined below) (each a "Separation Termination"), Executive shall receive the "Separation Package." As used herein, the "Separation Package" shall consist of (i) a cash amount equal to the base salary which would have been payable to Executive over six months (computed at the annual rate in effect at the date of the Separation Termination), plus (ii) a cash amount equal to the pro rated portion of the performance bonus (computed by reference to the actual number of days Executive is employed during the applicable fiscal year) which would have been paid to Executive under the Company's performance bonus plan for the fiscal year in which the Separation Termination occurs (if any such plan is then in effect) if Executive's employment had continued through the end of the fiscal year and the Company had achieved 100% of its scheduled performance goals, plus (iii) paid up COBRA benefits for Executive and his or her family for the 12 months following the date of the Separation Termination. In Further, notwithstanding any contrary provision in the event applicable stock option agreement, all Options which are not vested as of the date of the Separation Termination shall become vested and immediately execisable and all Options held by Executive as of the date of the Separation Termination (including those which become exercisable solely as a termination by Company pursuant to result of the provisions of this sentence) shall remain exercisable for a period of 12 months following the date of the Separation Termination. For purposes of this paragraph, you "Defacto Termination" shall be entitled to receive payment include any of the Accrued Obligations and the following severance pay and related benefits: events: (i) the Company will pay you severance pay shall reduce the Executive's base salary in an aggregate amount in excess of 10% from that paid in the amount prior fiscal year, except as part of (A) your then-current annual Base Salary plus (B) the higher a general reduction of (i) your Bonus for the year executive officers compensation in which the termination occurs or general; (ii) the average percentage of your Base Salary paid Company shall fail to you as Bonus in the two fiscal years prior cause Executive to the termination date, in each case pro-rated by the number of days you were employed in the calendar year remain an executive officer of the terminationCompany; (iii) Executive shall not be afforded the authority, provided howeverpowers, that if the termination date occurs during the first year of employment, the pro-rated amount of the Bonus, if any, shall be determined in the sole discretion of the Board responsibilities and privileges customarily accorded to an executive with his or the Compensation Committee her title; or (A and B, collectively are the “Severance Pay”). Your Severance Pay shall be paid in equal installments over a period of twelve (12iv) months commencing with the first payroll period following the effective date of the Release required by Section 5(e), minus required withholdings, which severance payments will be made to you on the Company’s normal payroll cycle; (ii) should you elect to continue your group health and dental insurance benefits in accordance with the provisions of COBRA following the date of your termination, the Company shall pay require Executive's primary services to be rendered in an area other than the full premium for such health and dental insurance continuation benefits for a period of twelve (12) months after Company's principal offices in the termination date; provided, however, that any such payments will cease if you voluntarily enroll in a health insurance plan offered by another employer or entity during the period in which the Company is paying such premiums. You agree to immediately notify the Company in writing of any such enrollmentgreater Los Angeles metropolitan area. (iii) notwithstanding the terms of any stock option grants and/or restricted stock awards, the vesting of such equity awards will automatically accelerate such that, in addition to any vesting acceleration earned by you pursuant to Section 3(e) or 3(f) of this Agreement prior to the effective date of such termination, effective on the date of such termination you will be deemed vested as if you had remained employed by the Company for an additional period of twenty four (24) months as of the date of termination and all restricted stock held by you that would otherwise vest as if you had been employed by the Company for an additional twenty four (24) months as of the date of termination shall automatically and immediately vest and no longer be subject to forfeiture or a right to repurchase by the Company as of the date of termination.

Termination by the Company Other than for Cause. The If the Company shall have ----------------------------------------------- terminate the right to terminate your Executive's employment hereunder at any time other than for Cause. In the event of a termination by Company pursuant to this paragraphSection 8.5 hereof, you shall be entitled to receive payment of the Accrued Obligations and the following severance pay and related benefits: (i) then the Company will shall pay you severance pay in to the amount of Executive, without duplication, (A) your then-current annual Base his Salary plus earned and unpaid through the Termination Date, (B) the higher of any vacation pay required by applicable law, and (i) your Bonus for the year in which the termination occurs or (iiC) the average percentage greater of: (I) Salary payable during the notice period required by applicable provincial legislation; and (II) until the date (the "Severance Termination Date") which is the third anniversary of your Base the Effective Date, severance at a rate equal to 100% of his Salary paid for such period. With respect to you as Bonus any termination of employment to which this Section 9.4 applies, until the Severance Termination Date, the Company shall, if the Executive was participating in the two fiscal years any medical and dental insurance plans pursuant to Section 3.4 hereof immediately prior to the effectiveness of his termination dateof employment and subject to any employee contribution applicable to the Executive immediately prior to such effectiveness, continue to contribute to the cost of the Executive's participation in each case pro-rated such medical and dental insurance plans so long as the Executive is entitled to continue such participation under applicable law and plan terms. The obligations of the Company to the Executive under this Section 9.4 (other than with respect to Salary earned and unpaid through the Termination Date and any vacation pay required by applicable law) are conditioned upon the number Executive's signing a release of days you were employed claims in the calendar year form attached hereto as Exhibit A --------- (the "Release") within 30 days of the terminationdate on which notice of termination is given and upon such Release remaining in full force and effect thereafter. All severance payments under this Section 9.4 will be in the form of salary continuation, provided however, that if payable in accordance with the termination date occurs during the first year of employment, the pro-rated amount normal payroll practices of the Bonus, if any, shall be determined in Company and will begin at the sole discretion of the Board or the Compensation Committee (A and B, collectively are the “Severance Pay”). Your Severance Pay shall be paid in equal installments over a period of twelve (12) months commencing with the first Company's next regular payroll period following the effective date of the Release required by Section 5(e)Release, minus required withholdings, which severance payments will but shall be made to you on the Company’s normal payroll cycle; (ii) should you elect to continue your group health and dental insurance benefits in accordance with the provisions of COBRA following the date of your termination, the Company shall pay the full premium for such health and dental insurance continuation benefits for a period of twelve (12) months after the termination date; provided, however, that any such payments will cease if you voluntarily enroll in a health insurance plan offered by another employer or entity during the period in which the Company is paying such premiums. You agree to immediately notify the Company in writing of any such enrollment. (iii) notwithstanding the terms of any stock option grants and/or restricted stock awards, the vesting of such equity awards will automatically accelerate such that, in addition to any vesting acceleration earned by you pursuant to Section 3(e) or 3(f) of this Agreement prior retroactive to the effective date of such termination, effective on the date of such termination you will be deemed vested as if you had remained employed by the Company for an additional period of twenty four (24) months as of the date of termination and all restricted stock held by you that would otherwise vest as if you had been employed by the Company for an additional twenty four (24) months as of the date of termination shall automatically and immediately vest and no longer be subject to forfeiture or a right to repurchase by the Company as of the date of terminationTermination Date.

Termination by the Company Other than for Cause. The Company shall have the right Any payments to terminate your employment hereunder at any time other than for Cause. In the event be made or benefits to be provided under this Section 4(c) are conditioned on (x) Executive’s execution of a general release and/or termination by Company pursuant agreement satisfactory to this paragraphthe Company, you shall be entitled to receive payment of the Accrued Obligations and the following severance pay and related benefits:(y) such general release and/or termination agreement becoming effective. (i) If Executive’s employment with the Company will is involuntarily terminated by the Company other than for Cause then the Company shall pay you severance pay in or provide Executive with the amount following as of the date of termination: (A) your any Accrued Benefits, to be paid or provided on the date Executive’s employment is terminated; (B) the Prorated Bonus; provided, however, that at the time of the termination of Executive’s employment, Executive is on pace to achieve the performance milestones necessary to be eligible for such bonus, and provided further that such Prorated Bonus is paid no later than March 15 of the year following the year in which Executive’s employment is terminated; (C) a severance amount equal to twelve (12) months of the Executive’s then-current annual Base Salary plus Salary, payable in two (B2) equal monthly payments, commencing on the date Executive’s employment is terminated; (D) the higher right to participate in the Performance Bonus plan until such plan expires; (E) all shares of unvested stock options shall immediately become vested; (iF) your Bonus for the year in which the termination occurs all shares of unvested restricted stock awards, RSUs, Options, Warrants or Shares shall immediately become vested; (iiG) the average percentage of your Base Salary paid right to you as Bonus continue Executive’s participation in the two fiscal years prior to the termination date, in each case pro-rated by the number of days you were employed in the calendar year of the termination, provided however, that if the termination date occurs during the first year of employment, the pro-rated amount of the Bonus, if any, shall be determined in the sole discretion of the Board or the Compensation Committee (A and B, collectively are the “Severance Pay”). Your Severance Pay shall be paid in equal installments over a period of twelve (12) months commencing with the first payroll period following the effective date of the Release required by Section 5(e), minus required withholdings, which severance payments will be made to you on the Company’s normal payroll cycle; (ii) should you elect health benefit plans to continue your group health and dental insurance benefits in accordance with the provisions of COBRA following the date of your terminationextent that he is then a participant therein, the Company shall pay the full premium for such health and dental insurance continuation benefits at no additional cost to Executive other than he would have incurred as an employee, for a period of twelve (12) months starting with the first calendar month after the termination datesuch date of termination; provided, however, that any Company shall pay the full premium for COBRA continuation coverage under its health plans for Executive (and, if applicable, Executive’s dependents enrolled as participants in such payments will cease if you voluntarily enroll in a health insurance plan offered by another employer or entity during the period in which the Company is paying such premiums. You agree to immediately notify the Company in writing of any such enrollment. (iii) notwithstanding the terms of any stock option grants and/or restricted stock awards, the vesting of such equity awards will automatically accelerate such that, in addition to any vesting acceleration earned by you pursuant to Section 3(e) or 3(f) of this Agreement prior to the effective date of such termination, effective on the date of such termination you will be deemed vested as if you had remained employed by the Company for an additional period of twenty four (24) months as of the date of termination and all restricted stock held by you that would otherwise vest as if you had been employed by the Company for an additional twenty four (24) months as of the date of termination shall automatically and immediately vest and no longer be subject to forfeiture or a right to repurchase by the Company plans as of the date of termination) for such twelve-month period. In the event Executive obtains other employment during the twelve-month period in this clause (D), pursuant to which he becomes covered for substantially similar or improved benefits, the right to continue to participate in any health benefit plan, at the Company’s expense, offered or provided by the Company shall immediately cease; and (H) reasonable outplacement services at a level commensurate with Executive’s position, including use of an executive office, for a period of ninety (90) days commencing on Executive’s date of termination but in no event extending beyond the date on which Executive commences other full time employment.

Termination by the Company Other than for Cause. The Termination of the Executive by the Company shall have the right to terminate your employment hereunder at any time other than for Cause, as defined in Section 4(c) below, shall cause the Company to make payments to the Executive hereunder pursuant to the provisions of this Section 4(b). Such a termination shall require at least sixty (60) business days' prior notice and must be signed by at least three-fourths (3/4) of all the non-employee members of the Board of Directors. Notwithstanding anything to the contrary contained in the Stock Option Program or any agreement or document related thereto, the Executive's total outstanding and unvested shares and/or options under the Stock Option Plan shall at the date of termination be deemed to be 100% vested. No further grants of stock or options shall be made under the Plan after such termination. With respect to base salary and annual incentive compensation, the Company's obligation shall be to pay the Executive, according to the terms of this Agreement and for a period of thirty-six (36) months, an amount equal to the annual salary and incentive paid to the Executive at the bonus level for the year prior to which such termination occurs unless performance of the Company as defined in the matrix referenced in Section 3(b) is better in the year of termination, in which event such bonus shall be based on the matrix calculation as described in Section 3(b), such annual amounts to be paid in equal monthly installments. During the 36-month severance payment period, the Executive shall be entitled to all payments, benefits and perquisites as provided for in this Agreement, and office space and secretarial support comparable to that provided to the Executive during his employment by the Company. The Executive shall be entitled to all payments and benefits as provided for in this Section for a period of thirty-six (36) months. If the Board of Directors fails to reelect the Executive to a position comparable to that described in Section 1(a) of this Agreement or, without terminating the Executive's employment, removes the Executive from his position for reasons other than Cause, substantively reduces the Executive's duties and responsibilities, reduces his pay and/or benefits without the written consent of the Executive, forces relocation, or requires excessive travel, then the Executive may, by notice to the Company, treat such action or removal as a termination of the Executive by the Company pursuant to this Section 4(b). In the event of a termination by Company the Executive's death before the completion of the payments pursuant to this paragraph, you shall be entitled to receive payment of the Accrued Obligations and the following severance pay and related benefits: (i) the Company will pay you severance pay in the amount of (A) your then-current annual Base Salary plus (B) the higher of (i) your Bonus for the year in which the termination occurs or (ii) the average percentage of your Base Salary paid to you as Bonus in the two fiscal years prior to the termination date, in each case pro-rated by the number of days you were employed in the calendar year of the termination, provided however, that if the termination date occurs during the first year of employmentSection 4(b), the pro-rated amount of the Bonus, if any, remaining payments hereunder shall be determined in the sole discretion of the Board or the Compensation Committee (A and B, collectively are the “Severance Pay”). Your Severance Pay shall be paid in equal installments over a period of twelve (12) months commencing with the first payroll period following the effective date of the Release required by Section 5(e), minus required withholdings, which severance payments will be made to you on the Company’s normal payroll cycle; (ii) should you elect beneficiary or beneficiaries designated by the Executive to continue your group health and dental insurance benefits in accordance with the provisions of COBRA following the date of your termination, the Company shall pay the full premium for such health and dental insurance continuation benefits for a period of twelve (12) months after the termination date; provided, however, that any such payments will cease if you voluntarily enroll in a health insurance plan offered by another employer or entity during the period in which the Company is paying such premiums. You agree to immediately notify the Company in writing of any or, absent such enrollmenta designation, to his estate. (iii) notwithstanding the terms of any stock option grants and/or restricted stock awards, the vesting of such equity awards will automatically accelerate such that, in addition to any vesting acceleration earned by you pursuant to Section 3(e) or 3(f) of this Agreement prior to the effective date of such termination, effective on the date of such termination you will be deemed vested as if you had remained employed by the Company for an additional period of twenty four (24) months as of the date of termination and all restricted stock held by you that would otherwise vest as if you had been employed by the Company for an additional twenty four (24) months as of the date of termination shall automatically and immediately vest and no longer be subject to forfeiture or a right to repurchase by the Company as of the date of termination.

Termination by the Company Other than for Cause. The (i) Notwithstanding the foregoing, the Company shall have the right right, at any time, to terminate your the Executive’s employment hereunder at any time other than for Causewhatever reason it deems appropriate upon written notice to the Executive. In the event of a such termination by Company pursuant to this paragraphis not based on Cause, you shall be entitled to receive payment of the Accrued Obligations and the following severance pay and related benefits:as provided in Section 5(c) above, or if Executive’s employment is terminated under Sections 5(f) or 5(g) hereto; (iA) the Company will shall continue to pay you severance pay in the amount of (A) your then-current annual Executive’s Base Salary plus for a period (B) the higher of (i) your Bonus for the year in which the termination occurs or (ii) the average percentage of your Base Salary paid to you as Bonus in the two fiscal years prior to the termination date, in each case pro-rated by the number of days you were employed in the calendar year of the termination, provided however, that if the termination date occurs during the first year of employment, the pro-rated amount of the Bonus, if any, shall be determined in the sole discretion of the Board or the Compensation Committee (A and B, collectively are the “Severance PayPeriod”). Your Severance Pay shall be paid in equal installments over a period ) which is the greater of (1) twelve (12) months commencing from the date of termination hereunder or (2) the remainder of any unwaived term under any non competition agreement with the first payroll period following the effective date of the Release required by Section 5(e), minus required withholdings, which severance payments will Company. Such payment shall be made to you on payable in installments consistent with the Company’s normal payroll cycle;schedule, subject to applicable withholding and other taxes. (iiB) should you elect In addition, subject to continue your group health and dental insurance benefits in accordance with the provisions of Executive’s timely electing COBRA following the date of your terminationcontinuation coverage, the Company shall continue to pay the full premium for such health and dental insurance continuation benefits for a period of twelve (12) months after the termination date; provided, however, that any such payments will cease if you voluntarily enroll in a health insurance plan offered by premiums in the same proportion as if Executive had remained an active employee for purposes of group medical coverage for Executive and his family (as in effect immediately prior to Executive’s termination) until the earlier of: (1) the expiration of the Severance Period; or (2) the date upon which Executive becomes eligible for coverage under the group health plans of another employer or entity during the period in which the Company is paying such premiums. You agree to immediately notify the Company in writing of any such enrollmentemployer. (iiiC) notwithstanding Executive shall be paid a pro rated portion of the terms target Performance Bonus for the year of any stock option grants and/or restricted stock awardstermination, as measured by the vesting achievement of such equity awards will automatically accelerate such that, in addition to any vesting acceleration earned by you pursuant to Section 3(e) or 3(f) of this Agreement certain performance targets prior to the effective date of such termination, effective on the date of such termination you will be deemed vested as if you had remained employed by the Company for an additional period of twenty four (24) months as of the date of termination and all restricted stock held by you that would otherwise vest as if you had been employed by the Company for an additional twenty four (24) months as of the date of termination shall automatically and immediately vest and no longer be subject to forfeiture or a right to repurchase by the Company as of the date of termination. (D) All of the outstanding unvested Executive’s Stock Options shall automatically vest and become immediately exercisable pursuant to the terms of the Stock Option Plan. The failure by Company to offer to renew the Agreement following the expiration of the initial Term or any Renewal Term on the same terms and conditions hereunder shall be treated as if the Company terminated this Agreement pursuant to this Section 5(d) only if the Company agrees to terminate Executive’s non-compete obligation under that certain Non-Compete and Non-Solicitation Agreement of even date herewith by and between the Company and Executive.

Termination by the Company Other than for Cause. (i) The Company may terminate this Agreement and Executive’s employment other than for Cause immediately upon oral, written or other notice to Executive at the Company’s sole discretion, and in such event, the Company shall have provide severance benefits to Executive in accordance with and subject to Paragraph 5(d)(ii) below. Executive acknowledges and agrees that such severance benefits constitute the right to terminate your exclusive remedy of Executive upon such a termination of employment hereunder at any time other than for Cause. In the event Notwithstanding any other provision of this Agreement, as a termination by Company pursuant condition to this paragraphreceiving such severance benefits, you Executive shall be entitled to receive payment of the Accrued Obligations execute a Confidential Severance Agreement and the following severance pay Full and related benefits: (i) the Company will pay you severance pay in the amount of (A) your then-current annual Base Salary plus (B) the higher of (i) your Bonus for the year in which the termination occurs or (ii) the average percentage of your Base Salary paid to you as Bonus in the two fiscal years prior to the termination date, in each case pro-rated by the number of days you were employed in the calendar year of the termination, provided however, that if the termination date occurs during the first year of employment, the pro-rated amount of the Bonus, if any, shall be determined in the sole discretion of the Board or the Compensation Committee (A and B, collectively are the “Severance Pay”). Your Severance Pay shall be paid in equal installments over a period of twelve (12) months commencing with the first payroll period following the effective date of the Release required by Section 5(e), minus required withholdingsGeneral Release, which severance payments will be made to you on shall include among other provisions, at the Company’s normal payroll cycle;sole discretion, a full release of claims in favor of the Company and its Affiliates substantially similar to the form attached hereto as Appendix A (“Release”). (ii) should you elect to continue your If Executive’s employment is terminated under Paragraph 5(d)(i) and Executive properly executes a Release within 21 days (or 45 days in the case a group health and dental insurance benefits in accordance with the provisions termination) of COBRA following the date of your terminationExecutive receives such Release and does not revoke such Release, the Company shall pay the full premium for such health Executive in addition to any unpaid Salary, unused vacation pay and dental insurance continuation reimbursement of documented accrued and unreimbursed expenses, severance and benefits for a period of twelve (12) months after following Executive’s termination of employment, as follows: (a) Severance shall be made in twelve monthly installments equal to one-twelfth (1/12) of the annual Salary of Executive referenced in Paragraph 2, less applicable taxes and withholdings, at the rate in effect immediately prior to Executive’s termination dateof employment. The first installment shall commence within 60 days following Executive’s termination of employment; provided, however, provided that any (i) if such payments will cease if you voluntarily enroll 60 day period begins in one taxable year and ends in a second taxable year, then any installments that could have been paid in the first taxable year shall be paid in the second taxable year to the extent required by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance issued thereunder; and (ii) in no event shall the aggregate amount paid to Executive during the six (6) month period immediately following Executive’s termination of employment exceed two times the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17), for the calendar year of Executive’s termination of employment (the “401(a)(17) limit”). If Executive’s severance pay during the first six (6) month period referenced above is reduced in order to not exceed the 401(a)(17) limit, then the amount of such reduction shall also be paid to Executive in equal monthly payments during the remainder of the twelve (12) month period. The obligations of the Company under this paragraph 5(d)(ii)(a) shall continue until the end of the twelve (12) month period specified herein notwithstanding the death of Executive. To the extent applicable, each installment payment under this Agreement shall be treated as a separate payment for purposes of Code Section 409A; and (b) During the twelve (12) month period following Executive’s termination the Company shall continue Executive’s group health insurance plan offered by another employer coverage for Executive and/or his or entity during her eligible dependents, provided that such coverage shall terminate in the period event that Executive (i) becomes eligible for comparable health coverage in which connection with other employment, (ii) fails to timely elect to continue such coverage for himself or herself and/or his or her eligible dependents pursuant to the Company is paying such premiums. You agree to immediately notify the Company in writing Consolidated Omnibus Budget Reconciliation Act of any such enrollment. 1985 (“COBRA”), (iii) notwithstanding fails to meet the terms of eligibility requirements under the applicable plan for any stock option grants and/or restricted stock awardssuch coverage, (iv) fails to timely pay the vesting cost of such equity awards will automatically accelerate such that, in addition to any vesting acceleration earned by you pursuant to Section 3(e) or 3(f) of this Agreement prior to coverage at the effective date of such termination, effective on the date of such termination you will be deemed vested as if you had remained employed by the Company for an additional period of twenty four (24) months as of the date of termination and all restricted stock held by you rate that would otherwise vest as if you had been employed by the Company for be charged to an additional twenty four active employee with similar coverage, or (24) months as of the date of termination shall automatically and immediately vest and no longer be subject to forfeiture or a right to repurchase by the Company as of the date of termination.v)

Termination by the Company Other than for Cause. The Other Than by Reason of Executive’s Death or Disability; and Other than in Connection with a Change in Control Event. Subject to Executive’s execution of a general release of claims against the Company, its Affiliated Entities and each of their officers, directors, employees, agents and attorneys, in a form reasonably acceptable to the Company shall have and such release becoming irrevocable within sixty (60) days following the right to terminate your Date of Termination (the “Severance Conditions”), if Executive’s employment hereunder at any time is terminated by the Company other than for Cause. In the event Cause or by reason of Executive’s death or Disability, and other than in connection with a termination by Company pursuant Change in Control Event (as defined below), then in addition to this paragraph, you shall be entitled to receive payment of the Accrued Obligations and Obligations, the following severance pay and related benefitsCompany shall: 8.2.1 beginning on the sixtieth (i60th) day following the Company will Date of Termination pay you severance pay in the amount of (A) your then-current annual to Executive a sum equal to his most recent Annual Base Salary plus (B) the higher of (i) your Bonus for the year in which the termination occurs or (ii) the average percentage of your Base Salary paid to you as Bonus in the two fiscal years prior to the termination date, in each case pro-rated by the number of days you were employed in the calendar year of the termination, provided however, that if the termination date occurs during the first year of employment, the pro-rated amount of the Bonus, if any, shall be determined in the sole discretion of the Board or the Compensation Committee (A and B, collectively are the “Severance Pay”). Your Severance Pay shall be paid in equal installments over a period of twelve (12) months commencing with the first payroll period following the effective date of the Release required by Section 5(e)months, minus required withholdings, which severance payments will such payment to be made in approximately equal installments according to you on the Company’s normal then-current payroll cycle;practices (except as otherwise provided below in the case of amounts that are subject to a prior deferral election). (ii) should you elect to continue your 8.2.2 Provide continued coverage under the Company’s group health medical and dental insurance benefits in accordance with plans (the provisions “Health Plans”), if and to the extent permitted by such plans and subject to their terms, and also subject to Executive paying his normal proportion of COBRA following the date of your terminationcost thereof, the Company shall pay the full premium for such health and dental insurance continuation benefits for a period of twelve (12) months after from the termination date; providedDate of Termination of employment, howeverand if the Health Plans do not permit such continued coverage, and if Executive should be eligible for and properly elect health care continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), Executive’s COBRA payments, and if applicable for family coverage, for health coverage that any such is paid by the Company to active and similarly-situated employees who receive the same type of coverage, for a period of equal to twelve (12) months from the Date of Termination, unless the provision of the foregoing benefits will violate the nondiscrimination benefits of applicable law, in which case the Company payments will not apply. Any obligations under this Section 8.2.1 shall cease if you voluntarily enroll in a health insurance plan offered by at such earlier time as Executive becomes eligible for coverage under another employer or entity during the period in which the Company is paying such premiums. You agree to employer’s group medical plan, and Executive shall immediately notify inform the Company in writing of any such enrollmentoccurrence. (iii) notwithstanding 8.2.3 Pay to Executive a sum equal to his actual bonus as calculated according to the terms of any stock option grants and/or restricted stock awardsAnnual Incentive Program in the fiscal year in which such termination occurs, payable at such time and in the vesting of manner provided in such equity awards will automatically accelerate such Plan; provided that, in addition to any vesting acceleration earned by you pursuant to Section 3(e) or 3(f) of this Agreement prior to the effective date of such termination, effective on notwithstanding the date of Executive’s termination within such termination you fiscal year, Executive’s actual bonus will be deemed vested as if you had remained employed calculated using an amount not less than the Annual Base Salary actually earned by Executive in the Company for an additional period of twenty four (24) months as of the date of fiscal year in which termination and all restricted stock held by you that would otherwise vest as if you had been employed by the Company for an additional twenty four (24) months as of the date of termination shall automatically and immediately vest and no longer be subject to forfeiture or a right to repurchase by the Company as of the date of terminationoccurs.

Termination by the Company Other than for Cause. The Company shall have the right Any payments to terminate your employment hereunder at any time other than for Cause. In the event be made or benefits to be provided under this Section 4(c) are conditioned on (x) Executive’s execution of a general release and/or termination by Company pursuant agreement satisfactory to this paragraphthe Company, you shall be entitled to receive payment of the Accrued Obligations and the following severance pay and related benefits:(y) such general release and/or termination agreement becoming effective. (i) If Executive’s employment with the Company will is involuntarily terminated by the Company other than for Cause then the Company shall pay you severance pay in or provide Executive with the amount following as of the date of termination: (A) your any Accrued Benefits, to be paid or provided on the date Executive’s employment is terminated; (B) the Prorated Bonus; provided, however, that at the time of the termination of Executive’s employment, Executive is on pace to achieve the performance milestones necessary to be eligible for such bonus, and provided further that such Prorated Bonus is paid no later than March 15 of the year following the year in which Executive’s employment is terminated; (C) a severance amount equal to twelve (12) months of the Executive’s then-current annual Base Salary plus Salary, payable in two (B2) equal monthly payments, commencing on the date Executive’s employment is terminated; (D) the higher right to participate in the Performance Bonus plan until such plan expires; (E) all shares of unvested stock options shall immediately become vested; (iF) your Bonus for the year in which the termination occurs all shares of unvested restricted stock awards, RSUs, Options, Shares or Warrants shall immediately become vested; (iiG) the average percentage of your Base Salary paid right to you as Bonus continue Executive’s participation in the two fiscal years prior Company’s health benefit plans to the termination dateextent that he is then a participant therein, in each case pro-rated by at no additional cost to Executive other than he would have incurred as an employee, for a period of six (6) months starting with the number first calendar month after such date of days you were employed in the calendar year of the termination; provided, provided however, that if the termination date occurs during the first year of employment, the pro-rated amount of the Bonus, if any, shall be determined in the sole discretion of the Board or the Compensation Committee (A and B, collectively are the “Severance Pay”). Your Severance Pay shall be paid in equal installments over a period of twelve (12) months commencing with the first payroll period following the effective date of the Release required by Section 5(e), minus required withholdings, which severance payments will be made to you on the Company’s normal payroll cycle; (ii) should you elect to continue your group health and dental insurance benefits in accordance with the provisions of COBRA following the date of your termination, the Company shall pay the full premium for COBRA continuation coverage under its health plans for Executive (and, if applicable, Executive’s dependents enrolled as participants in such health and dental insurance continuation benefits for a period of twelve (12) months after the termination date; provided, however, that any such payments will cease if you voluntarily enroll in a health insurance plan offered by another employer or entity during the period in which the Company is paying such premiums. You agree to immediately notify the Company in writing of any such enrollment. (iii) notwithstanding the terms of any stock option grants and/or restricted stock awards, the vesting of such equity awards will automatically accelerate such that, in addition to any vesting acceleration earned by you pursuant to Section 3(e) or 3(f) of this Agreement prior to the effective date of such termination, effective on the date of such termination you will be deemed vested as if you had remained employed by the Company for an additional period of twenty four (24) months as of the date of termination and all restricted stock held by you that would otherwise vest as if you had been employed by the Company for an additional twenty four (24) months as of the date of termination shall automatically and immediately vest and no longer be subject to forfeiture or a right to repurchase by the Company plans as of the date of termination) for such twelve-month period. In the event Executive obtains other employment during the twelve-month period in this clause (D), pursuant to which he becomes covered for substantially similar or improved benefits, the right to continue to participate in any health benefit plan, at the Company’s expense, offered or provided by the Company shall immediately cease; and (H) reasonable outplacement services at a level commensurate with Executive’s position, including use of an executive office, for a period of ninety (90) days commencing on Executive’s date of termination but in no event extending beyond the date on which Executive commences other full time employment.

Termination by the Company Other than for Cause. The Company shall have the right to terminate your employment hereunder at any time other than for Cause. In the event of a termination by Company pursuant to this paragraph, you shall be entitled to receive payment of the Accrued Obligations and the following severance pay and related benefits: (i) the Company will pay you severance pay in the amount of (A) your then-current annual Base Salary plus (B) the higher of (i) your Bonus for the year in which the termination occurs or (ii) the average percentage of your Base Salary paid to you as Bonus in the two fiscal years prior to the termination date, in each case pro-rated by the number of days you were employed in the calendar year of the termination, provided however, that if the termination date occurs during the first year of employment, the pro-rated amount of the Bonus, if any, shall be determined in the sole discretion of the Board or the Compensation Committee (A and B, collectively are the “Severance Pay”). Your Severance Pay shall be paid in equal installments over a period of twelve (12) months commencing with the first payroll period following the effective date of the Release required by Section 5(e)after your termination date, minus required withholdings, which severance payments will be made to you on the Company’s normal payroll cycle; (ii) the Board of Directors or the Compensation Committee may elect to pay to you a pro rated bonus for the year in which your employment is terminated, but any such payment shall be in the sole discretion of the Board of Directors or the Compensation Committee; (iii) should you elect to continue your group health and dental insurance benefits in accordance with the provisions of COBRA following the date of your termination, the Company shall pay the full premium for such health and dental insurance continuation benefits for a period of twelve (12) months after the termination date; provided, however, that any such payments will cease if you voluntarily enroll in a health insurance plan offered by another employer or entity during the period in which the Company is paying such premiums. You agree to immediately notify the Company in writing of any such enrollment.and (iiiiv) notwithstanding the terms of any stock option grants and/or restricted stock awards, the vesting of such equity awards all options to purchase Company stock held by you will automatically accelerate such that, in addition to any vesting acceleration earned by you pursuant to Section 3(e) or 3(f) of this Agreement prior to the effective date of such termination, effective on the date of such termination termination, you will be deemed vested in the same number of option shares as if you had remained employed by the Company for an additional a period of twenty four period of twelve (2412) months as of following the date of termination and all restricted stock held by you that would otherwise vest as if you had been employed by over the Company for an additional twenty four twelve (2412) months as of following the date of termination shall automatically and immediately vest and no longer be subject to forfeiture or a right to repurchase by the Company. Your right to receive such severance pay, stock and/or option accelerated vesting benefits, and related benefits as set forth in this paragraph 5(c) shall be contingent upon (x) your compliance with all of your obligations under this Agreement and the Employee Invention and Non-Disclosure Agreement, and (y) your delivery to the Company of a fully effective general release of all claims against the Company and its affiliates in the form attached hereto as of Exhibit A or in such other form as may be specified by the date of termination.Company. Xxxxxx Xxxx June 20, 2007

Termination by the Company Other than for Cause. The Company shall have (a) In the right event that you are terminated without Cause within twelve (12) months from the effective date of this Agreement, you will be entitled to terminate your employment hereunder at any time other than for Causeimmediately receive an amount equal to two (2) years of Base Salary. In the event that you are terminated without Cause after twelve (12) months from the effective date of a termination by Company pursuant to this paragraphAgreement, you shall will be entitled to immediately receive payment an amount equal to one (1) year of the Accrued Obligations and the following severance pay and related benefits: Base Salary. Upon any termination without Cause, (i) such restricted common stock granted pursuant to subsection 3(c) hereof and any other restricted common stock not governed by a conflicting agreement, the vesting of which is contigent upon continued employment with the Company will pay you severance pay in shall immediately vest, and (ii) all your options to purchase common stock of the amount Company, the exercise price of which is less than the then fair market value of such common stock upon the date of termination, shall immediately vest (A) your then-current annual Base Salary plus (B) the higher “Vested Options”). You shall have the later of (i) ninety (90) days from the date of your Bonus for the year in which the termination occurs or (ii) the average percentage of your Base Salary paid to you as Bonus in the two fiscal years prior to the termination date, in each case pro-rated by the number of days you were employed in the calendar year of the termination, provided however, that if the termination date occurs during the first year of employment, the pro-rated amount of the Bonus, if any, shall be determined in the sole discretion of the Board or the Compensation Committee (A and B, collectively are the “Severance Pay”). Your Severance Pay shall be paid in equal installments over a period of twelve (12) months commencing with the first payroll period following the effective expiration date of such options to exercise the Release required by Section 5(e), minus required withholdings, which severance payments will be made to you on the Company’s normal payroll cycle; (ii) should you elect to continue your group health and dental insurance benefits in accordance with the provisions of COBRA following the date of your termination, the Company shall pay the full premium for such health and dental insurance continuation benefits for a period of twelve (12) months after the termination dateVested Options; provided, however, that any such payments will cease if you voluntarily enroll your termination without Cause and subsequent acceleration of all of a portion of your Vested Options under this subsection 7(a) were to occur pursuant to, or immediately prior to, a Change in Control and, would cause a health insurance plan offered by another employer or entity during the period in which the Company is paying such premiums. You agree to immediately notify the Company in writing of any such enrollment. (iii) notwithstanding the terms of any stock option grants and/or restricted stock awards, the vesting of such equity awards will automatically accelerate such that, in addition to any vesting acceleration earned by you pursuant to Section 3(e) or 3(f) of this Agreement prior charge to the effective date Company’s earnings, then the Board shall have discretion to offer you a consulting position in lieu of such termination, effective on the date of such termination you will be deemed vested as if you had remained employed by the Company for an additional accelerating your Vested Options during which consulting period of twenty four (24) months as of the date of termination and all restricted stock held by you that your options would otherwise continue to vest as if you had not been employed terminated, as deemed appropriate by the Board. (b) For a period of eighteen months from the date of your termination without Cause, the Company will pay for an additional twenty four (24) months as the COBRA benefits due you. For purposes of this Agreement, the date of termination of employment without Cause shall automatically be the date specified in a written notice of termination to you. (c) Notwithstanding the above, at all times under the terms of this Section 7, the lump sum portion of your payments must be paid no later than the date that is two and immediately vest and one-half months after the end of the later of (i) the Company’s fiscal year, or (ii) the calendar year, in which the payments are no longer be subject to forfeiture or a right to repurchase by substantial risk of forfeiture, as determined in accordance with the Company as guidance promulgated under Section 409A of the date Internal Revenue Code of termination1986, as amended (“Code”).

Termination by the Company Other than for Cause. The If the Company shall have terminates this Agreement or the right to terminate your Employee’s employment hereunder at any time other than for Cause. In Cause (including if the event Employee terminates employment under the circumstances described in the second sentence of a termination by Company Section 1.05 hereof), then the Employee (or the Employee’s beneficiary designated pursuant to this paragraph, you Section 1.03 hereof if the Employee is deceased at the time of payment) shall be entitled to receive payment of the Accrued Obligations and the following severance pay and related benefits: (i) immediately receive any accrued but unpaid compensation (including base salary, bonus, and benefits) as was required to be provided to the Employee pursuant to Section 2 of this Agreement for the period from the date of last payment through the date of termination of employment with the Company will pay you severance pay in (the amount of (A) your then-current annual Base Salary plus (B) the higher of (i) your Bonus for the year in which the termination occurs or “Unpaid Period”), and (ii) continue to receive such compensation (including the average percentage base salary at the rate in effect at the date of your Base Salary termination of employment, bonus, and benefits) as was required to be provided to the Employee pursuant to Section 2 of this Agreement for the period beginning with the day following the date of termination of employment with the Company through August 30, 2008 or such later date as may be required by Section 1.06 of this Agreement (the “Remaining Term”). In no event, however, shall the compensation to be provided by the Company under the Remaining Term be less than one and one-half (1½) times the Employee’s Annual Compensation as defined below. For purposes of calculating the bonus amount required to be paid to you as Bonus in the two Employee with respect to the Unpaid Period, the bonus amount shall be equal to 1/365th of the annual bonus paid to the Employee by the Company for the most recently completed fiscal years year of the Company prior to the termination dateof this Agreement or the Employee’s employment or, in each the case pro-rated of a Change of Control, for the most recently completed fiscal year of the Company preceding the Change of Control (such annual bonus amount, the “Last Annual Bonus”), multiplied by the number of calendar days you were employed in between the calendar year last day of the termination, provided however, that if the termination date occurs during the first year of employment, the pro-rated amount of the Bonus, if any, shall be determined in the sole discretion of the Board or the Compensation Committee (A and B, collectively are the “Severance Pay”). Your Severance Pay shall be paid in equal installments over a period of twelve (12) months commencing with the first payroll period following the effective date of the Release required by Section 5(e), minus required withholdings, which severance payments will be made to you on the Company’s normal payroll cycle; fiscal year with respect to which a bonus was actually paid and the last day of the Unpaid Period. For purposes of calculating the bonus amount required to be paid to the Employee with respect to the Remaining Term, the bonus amount shall be equal to 1/365th of the Last Annual Bonus multiplied by the number of calendar days in the Remaining Term. For purposes of this Section 4.01, “Annual Compensation” shall mean the annual compensation required to be provided to the Employee pursuant to Section 2 of this Agreement, including base salary (ii) should you elect to continue your group health and dental insurance benefits at the rate in accordance with the provisions of COBRA following effect at the date of your terminationtermination of employment), bonus (equal to the Last Annual Bonus), and benefits. For purposes of calculating any payments under this Section 4.01, any reference to “benefits” shall be deemed to exclude any income, value, or other amount associated with the Company’s stock options plans or any grants or exercises thereunder, any exercises of warrants to purchase Company stock or any sales of securities acquired upon exercise or conversion of stock options or warrants, and shall not require the Company shall pay the full premium for such health and dental insurance continuation benefits for a period of twelve (12) months after the termination dateto grant additional stock options; provided, however, that this Section 4.01 shall not limit or adversely affect in any such payments will cease if you voluntarily enroll in a health insurance plan offered by another employer or entity during way the period in which right of the Company is paying such premiums. You agree Employee to immediately notify the Company in writing of any such enrollment. (iii) notwithstanding the terms of exercise any stock option grants and/or restricted stock awards, options or warrants that have been granted to the vesting of such equity awards will automatically accelerate such that, in addition Employee prior to any vesting acceleration earned termination of employment. This Section 4.01 shall be interpreted so as to avoid any duplication of the Health Benefits provided to the Employee and his spouse by you the last sentence of Section 2.03 of this Agreement and so as to avoid any duplication of the benefits provided to the Employee and his family pursuant to Section 3(e) or 3(f4.03(c) of this Agreement prior to the effective date of such termination, effective on the date of such termination you will be deemed vested as if you had remained employed by the Company for an additional period of twenty four (24) months as of the date of termination and all restricted stock held by you that would otherwise vest as if you had been employed by the Company for an additional twenty four (24) months as of the date of termination shall automatically and immediately vest and no longer be subject to forfeiture or a right to repurchase by the Company as of the date of terminationAgreement.”

Termination by the Company Other than for Cause. (i) The Company may terminate this Agreement and Executive’s employment other than for Cause immediately upon oral, written or other notice to Executive at the Company’s sole discretion, and in such event, the Company shall have provide severance benefits to Executive in accordance with and subject to Paragraph 5(d)(ii) below. Executive acknowledges and agrees that such severance benefits constitute the right to terminate your exclusive remedy of Executive upon such a termination of employment hereunder at any time other than for Cause. In the event Notwithstanding any other provision of this Agreement, as a termination by Company pursuant condition to this paragraphreceiving such severance benefits, you Executive shall be entitled to receive payment of the Accrued Obligations execute a Confidential Severance Agreement and the following severance pay Full and related benefits: (i) the Company will pay you severance pay in the amount of (A) your then-current annual Base Salary plus (B) the higher of (i) your Bonus for the year in which the termination occurs or (ii) the average percentage of your Base Salary paid to you as Bonus in the two fiscal years prior to the termination date, in each case pro-rated by the number of days you were employed in the calendar year of the termination, provided however, that if the termination date occurs during the first year of employment, the pro-rated amount of the Bonus, if any, shall be determined in the sole discretion of the Board or the Compensation Committee (A and B, collectively are the “Severance Pay”). Your Severance Pay shall be paid in equal installments over a period of twelve (12) months commencing with the first payroll period following the effective date of the Release required by Section 5(e), minus required withholdingsGeneral Release, which severance payments will be made to you on shall include among other provisions, at the Company’s normal payroll cycle;sole discretion, a full release of claims in favor of the Company and its Affiliates substantially similar to the form attached hereto as Appendix A (“Release”). (ii) should you elect to continue your If Executive’s employment is terminated under Paragraph 5(d)(i) and Executive properly executes a Release within 21 days (or 45 days in the case a group health and dental insurance benefits in accordance with the provisions termination) of COBRA following the date of your terminationExecutive receives such Release and does not revoke such Release, the Company shall pay the full premium for such health Executive in addition to any unpaid Salary, unused vacation pay and dental insurance continuation reimbursement of documented accrued and unreimbursed expenses, severance and benefits for a period of twelve (12) months after following Executive’s termination of employment, as follows: (a) Severance shall be made in twelve monthly installments equal to one-twelfth (1/12) of the annual Salary of Executive referenced in Paragraph 2, less applicable taxes and withholdings, at the rate in effect immediately prior to Executive’s termination dateof employment. The first installment shall commence within 60 days following Executive’s termination of employment; provided, however, provided that any (i) if such payments will cease if you voluntarily enroll 60 day period begins in one taxable year and ends in a second taxable year, then any installments that could have been paid in the first taxable year shall be paid in the second taxable year to the extent required by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance issued thereunder; and (i) in no event shall the aggregate amount paid to Executive during the six (6) month period immediately following Executive’s termination of employment exceed two times the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17), for the calendar year of Executive’s termination of employment (the “401(a)(17) limit”). If Executive’s severance pay during the first six (6) month period referenced above is reduced in order to not exceed the 401(a)(17) limit, then the amount of such reduction shall also be paid to Executive in equal monthly payments during the remainder of the twelve (12) month period. The obligations of the Company under this paragraph 5(d)(ii)(a) shall continue until the end of the twelve (12) month period specified herein notwithstanding the death of Executive. To the extent applicable, each installment payment under this Agreement shall be treated as a separate payment for purposes of Code Section 409A; and (b) During the twelve (12) month period following Executive’s termination the Company shall continue Executive’s group health insurance plan offered by another employer coverage for Executive and/or his or entity during her eligible dependents, provided that such coverage shall terminate in the period event that Executive (i) becomes eligible for comparable health coverage in which connection with other employment, (ii) fails to timely elect to continue such coverage for himself or herself and/or his or her eligible dependents pursuant to the Company is paying such premiums. You agree to immediately notify the Company in writing Consolidated Omnibus Budget Reconciliation Act of any such enrollment. 1985 (“COBRA”), (iii) notwithstanding fails to meet the terms of eligibility requirements under the applicable plan for any stock option grants and/or restricted stock awardssuch coverage, (iv) fails to timely pay the vesting cost of such equity awards will automatically accelerate such that, in addition to any vesting acceleration earned by you pursuant to Section 3(e) or 3(f) of this Agreement prior to coverage at the effective date of such termination, effective on the date of such termination you will be deemed vested as if you had remained employed by the Company for an additional period of twenty four (24) months as of the date of termination and all restricted stock held by you rate that would otherwise vest as if you had been employed by the Company for be charged to an additional twenty four active employee with similar coverage, or (24) months as of the date of termination shall automatically and immediately vest and no longer be subject to forfeiture or a right to repurchase by the Company as of the date of termination.v)

Termination by the Company Other than for Cause. The If the Company shall have terminates this Agreement or the right to terminate your Employee’s employment hereunder at any time other than for Cause. In Cause (including if the event Employee terminates employment under the circumstances described in the second sentence of a termination by Company Section 1.05 hereof), then the Employee (or the Employee’s beneficiary designated pursuant to this paragraph, you Section 1.03 hereof if the Employee is deceased at the time of payment) shall be entitled to receive payment of the Accrued Obligations and the following severance pay and related benefits: (i) immediately receive any accrued but unpaid compensation (including base salary, bonus, and benefits) as was required to be provided to the Employee pursuant to Section 2 of this Agreement for the period from the date of last payment through the date of termination of employment with the Company will pay you severance pay in (the amount of (A) your then-current annual Base Salary plus (B) the higher of (i) your Bonus for the year in which the termination occurs or “Unpaid Period”), and (ii) continue to receive such compensation (including the average percentage base salary at the rate in effect at the date of your Base Salary termination of employment, bonus, and benefits) as was required to be provided to the Employee pursuant to Section 2 of this Agreement for the period beginning with the day following the date of termination of employment with the Company through August 30, 2008 or such later date as may be required by Section 1.06 of this Agreement (the “Remaining Term”). In no event, however, shall the compensation to be provided by the Company under the Remaining Term be less than one and one-half (1 1/2) times the Employee’s Annual Compensation as defined below. For purposes of calculating the bonus amount required to be paid to you as Bonus in the two Employee with respect to the Unpaid Period, the bonus amount shall be equal to 1/365th of the annual bonus paid to the Employee by the Company for the most recently completed fiscal years year of the Company prior to the termination dateof this Agreement or the Employee’s employment or, in each the case pro-rated of a Change of Control, for the most recently completed fiscal year of the Company preceding the Change of Control (such annual bonus amount, the “Last Annual Bonus”), multiplied by the number of calendar days you were employed in between the calendar year last day of the termination, provided however, that if the termination date occurs during the first year of employment, the pro-rated amount of the Bonus, if any, shall be determined in the sole discretion of the Board or the Compensation Committee (A and B, collectively are the “Severance Pay”). Your Severance Pay shall be paid in equal installments over a period of twelve (12) months commencing with the first payroll period following the effective date of the Release required by Section 5(e), minus required withholdings, which severance payments will be made to you on the Company’s normal payroll cycle; fiscal year with respect to which a bonus was actually paid and the last day of the Unpaid Period. For purposes of calculating the bonus amount required to be paid to the Employee with respect to the Remaining Term, the bonus amount shall be equal to 1/365th of the Last Annual Bonus multiplied by the number of calendar days in the Remaining Term. For purposes of this Section 4.01, “Annual Compensation” shall mean the annual compensation required to be provided to the Employee pursuant to Section 2 of this Agreement, including base salary (ii) should you elect to continue your group health and dental insurance benefits at the rate in accordance with the provisions of COBRA following effect at the date of your terminationtermination of employment), bonus (equal to the Last Annual Bonus), and benefits. For purposes of calculating any payments under this Section 4.01, any reference to “benefits” shall be deemed to exclude any income, value, or other amount associated with the Company’s stock options plans or any grants or exercises thereunder, any exercises of warrants to purchase Company stock or any sales of securities acquired upon exercise or conversion of stock options or warrants, and shall not require the Company shall pay the full premium for such health and dental insurance continuation benefits for a period of twelve (12) months after the termination dateto grant additional stock options; provided, however, that this Section 4.01 shall not limit or adversely affect in any such payments will cease if you voluntarily enroll in a health insurance plan offered by another employer or entity during way the period in which right of the Company is paying such premiums. You agree Employee to immediately notify the Company in writing of any such enrollment. (iii) notwithstanding the terms of exercise any stock option grants and/or restricted stock awards, options or warrants that have been granted to the vesting of such equity awards will automatically accelerate such that, in addition Employee prior to any vesting acceleration earned termination of employment. This Section 4.01 shall be interpreted so as to avoid any duplication of the Health Benefits provided to the Employee and his spouse by you the last sentence of Section 2.03 of this Agreement and so as to avoid any duplication of the benefits provided to the Employee and his family pursuant to Section 3(e) or 3(f4.03(c) of this Agreement prior to the effective date of such termination, effective on the date of such termination you will be deemed vested as if you had remained employed by the Company for an additional period of twenty four (24) months as of the date of termination and all restricted stock held by you that would otherwise vest as if you had been employed by the Company for an additional twenty four (24) months as of the date of termination shall automatically and immediately vest and no longer be subject to forfeiture or a right to repurchase by the Company as of the date of terminationAgreement.”

Termination by the Company Other than for Cause. The Company shall have (1) If the right to terminate your employment hereunder at any time Executive incurs an involuntary Separation from Service for reasons other than for CauseCause (and for reasons other than death or Disability), then subject to the Executive meeting the release requirements described in Section 4(f)(2) below, the Executive shall receive the following payments and benefits (subject to Section 18 below): (A) Continued payments (on the Company’s regular payroll schedule) for the greater of (i) the remainder of the Term (not including any renewal terms that have not yet begin, even if the notice period for nonrenewal has expired), or (ii) one (1) year (the greater of such two periods, the “Severance Period”). In the event of a termination by Company pursuant to this paragraph, you Each such payment shall be entitled equal to receive payment one hundred and seventy-five percent (175%) of the Accrued Obligations Executive’s per-pay period Base Salary amount as of such Separation from Service, and the following severance pay and related benefitsshall be paid as follows: (i) Payments that would otherwise have been made within the Company will pay you severance pay in 90-day period following the amount of Executive’s Separation from Service (A) your then-current annual Base Salary plus (B) the higher of (i) your Bonus for the year in which the termination occurs or (ii) the average percentage of your Base Salary paid to you as Bonus in the two fiscal years prior to the termination date, in each case pro-rated by the number of days you were employed in the calendar year of the termination, provided however, that if the termination date occurs during had they commenced with the first year of employment, regularly scheduled paydate following the pro-rated amount of the Bonus, if any, shall be determined in the sole discretion of the Board or the Compensation Committee (A and B, collectively are the “Severance Pay”). Your Severance Pay Executive’s Separation from Service) shall be paid in equal installments over a lump sum on the final regularly scheduled paydate preceding the end of such ninety (90) day period of twelve (12unless the Company, in its discretion, decides to make such lump sum payment on an earlier date within such 90-day period). (ii) months commencing with Payments that are not due to be made until after the first payroll 90-day period following the effective date of the Release required by Section 5(e), minus required withholdings, which severance payments will be made to you Executive’s Separation from Service (based on the Company’s normal regular payroll cycle; (iischedule) should you elect to continue your group health and dental insurance benefits in accordance with the provisions of COBRA following the date of your terminationshall be made when due, the Company shall pay the full premium for based on such health and dental insurance continuation benefits for a period of twelve (12) months after the termination date; provided, however, that any such payments will cease if you voluntarily enroll in a health insurance plan offered by another employer or entity during the period in which the Company is paying such premiums. You agree to immediately notify the Company in writing of any such enrollmentregular payroll schedule. (iii) notwithstanding Notwithstanding the terms of any stock option grants and/or restricted stock awardsforegoing, the vesting of such equity awards will automatically accelerate such that, in addition to any vesting acceleration earned by you pursuant to payments under this Section 3(e4(f)(1)(A) or 3(f) of this Agreement prior shall be subject to the effective date of such terminationsix-month delay for “specified employees”, effective on the date of such termination you will be deemed vested if applicable, as if you had remained employed described in more detail in Section 18. (B) Continued medical and dental benefits as provided by the Company from time to time for an additional its employees, at the Company’s expense, for the period of twenty four (24) months as time equal to the shorter of the date Severance Period or the maximum period of termination COBRA continuation coverage provided under Section 4980B(f) of the Internal Revenue Code (with such coverage to be treated as COBRA coverage). (2) The Executive complies with the requirements of this Section 4(f)(2), and all restricted stock held becomes entitled to the payments and benefits described in Section 4(f)(1), only if the Executive executes a release of claims in favor of the Company in connection with the Executive’s employment in a form to be provided by you that would otherwise vest as if you had been employed the Company, and any revocation period with respect to such release expires, by the final regularly scheduled paydate preceding the end of the ninety (90) day period following the Executive's Separation from Service. (3) If the Executive incurs an involuntary Separation from Service due to the non-renewal of the Agreement by the Company without Cause at the expiration of an Initial Term or an Additional Term, such Separation from Service shall be treated as an involuntary Separation from Service for an additional twenty four (24) months as purposes of the date of termination shall automatically and immediately vest and no longer be subject to forfeiture or a right to repurchase by the Company as of the date of terminationthis Section 4(f).

Termination by the Company Other than for Cause. The Company shall have may terminate the right to terminate your Executive's employment hereunder other than for Cause at any time other than for Causeupon written notice. In the event of a termination by such termination, the Company pursuant to this paragraph, you shall be entitled to receive payment of the Accrued Obligations and the following severance pay and related benefitsshall: (i) at the Company will election of the Executive, either continue to pay you severance pay in the amount of (A) your then-current annual Base Salary plus and any Stipulated Bonus to the Executive during the remainder of the Term of Employment or pay to him the present value (Busing the prime rate as reported in The Wall Street Journal on the date of termination to calculate the discount factor) the higher of (i) your Bonus for the year in which the termination occurs or (ii) the average percentage of your such Base Salary paid to you as and any Stipulated Bonus in the two fiscal years prior to the termination date, in each case pro-rated by the number of days you were employed in the calendar year of the termination, provided however, that if the termination date occurs during the first year of employment, the pro-rated amount of the Bonus, if any, shall be determined in the sole discretion of the Board or the Compensation Committee (A and B, collectively are the “Severance Pay”). Your Severance Pay shall be paid in equal installments over a period of twelve (12) months commencing with the first payroll period following the effective date of the Release required by Section 5(e), minus required withholdings, which severance payments will be made to you on the Company’s normal payroll cyclelump sum; (ii) should you elect at the election of the Executive, either continue to continue your group health contribute to the cost of the Executive's participation in the Company's medical and dental life insurance benefits in accordance with arrangements during the provisions remainder of COBRA following the date Term of your termination, the Company shall Employment or pay the full premium for such health and dental insurance continuation benefits for a period of twelve (12) months after the termination date; provided, however, that any such payments will cease if you voluntarily enroll to him in a health lump sum the present value (determined as provided in clause (i) above) of the greater of the Company's contribution to such cost or the amount required to purchase individual coverage with substantially equivalent benefits if Executive is no longer eligible to participate in such medical and life insurance plan offered by another employer or entity during the period in which the Company is paying such premiums. You agree to immediately notify the Company in writing of any such enrollment.arrangements; (iii) notwithstanding pay to Executive any other compensation hereunder that has been earned but not paid including any Stipulated Bonus; and (iv) regardless of whether the terms termination occurs during or after the Term of any stock option grants and/or restricted stock awardsEmployment, treat the Executive as having satisfied the vesting requirements under the SERP and being entitled to his retirement benefits as described in Section 5.1 of the SERP and the payment of such equity awards will automatically accelerate benefits shall commence immediately without reduction under Section 5.3 of the SERP notwithstanding any of the provisions of the SERP, and with respect to stock options provided for in Section 4(b) hereof such that, in addition to any vesting acceleration earned by you pursuant to Section 3(e) or 3(f) that options which would otherwise become vested during the full Term of this Agreement prior to the effective date of such termination, effective on the date of Employment shall become immediately vested upon such termination you will and be deemed vested as if you had remained employed by fully exercisable over the Company for an additional period of twenty four (24) months as full term of the date of termination and all restricted stock held by you that would otherwise vest as if you had been employed by the options. The Company for an additional twenty four (24) months as of the date of termination shall automatically and immediately vest and have no longer be subject other obligations under this Agreement. The Executive shall have no obligation to forfeiture or a right to repurchase by the Company as of the date of terminationmitigate.

Termination by the Company Other than for Cause. The or By the Executive for a Good Reason. In addition to the payment to the Executive of the Executive’s Base Salary and the reimbursement of any applicable expenses pursuant to Section 4 of this Agreement through the Date of Termination, if (a) after the first anniversary of the Effective Date the Employment Period is terminated (i) by the Company shall have the right to terminate your employment hereunder at any time other than for Cause, (ii) by the Executive for a Good Reason, or (iii) by the Company in accordance with Section 2.1.2 of this Agreement by providing the requisite notice to the Executive to terminate this Agreement prior to any Expiration Date; and (b) the Executive executes a general release in substantially the form attached hereto as Exhibit A (the “Release”) on or before the Date of Termination; and (c) the Executive has not breached the terms of the “Assignment Agreement” (as defined below); then the Company shall continue paying the Executive salary payments based on the Base Salary (at the rate in effect at the Date of Termination) for a period commencing on the Date of Termination and ending six (6) months from the Date of Termination. In Any payment under this Section 5.2 shall be made in accordance with the event of a termination by Company pursuant to this paragraph, you Company’s normal payroll schedule at the time the payments are made. The Executive shall be entitled to receive payment the benefits under any plan or program adopted or sponsored by the Company or its Subsidiaries (to the extent the Executive participates and is vested in such benefits) in accordance with the terms of such plan or program. If the Executive elects and remains eligible for health coverage pursuant to Section 4980B of the Accrued Obligations Internal Revenue Code of 1986, as amended (“COBRA”) (and subject to withholding pursuant to Section 3.5 of this Agreement) and the Date of Termination occurs after the first anniversary of the Effective Date, then commencing within fifteen (15) business days following severance pay and related benefits: (i) the date on which the Release becomes effective pursuant to its terms, the Company will will, for a period commencing on the Date of Termination and ending six (6) months from the Date of Termination, pay you severance pay in the amount of (A) your then-current annual Base Salary plus (B) the higher of (i) your Bonus for the year in which the termination occurs or (ii) the average a percentage of your Base Salary paid to you as Bonus in the two fiscal years prior premium for such COBRA health coverage equal to the termination date, in each case pro-rated percentage of the premium for health insurance coverage paid by the number Company on the Date of days you were employed in the calendar year Termination. The Executive shall not be entitled to any other salary or compensation after termination of the termination, provided however, that Employment Period under this Section 5.2 (other than as set forth in this Section 5.2 and Section 5.4 of this Agreement). No Person shall be entitled hereunder to participate in any employee benefit plan after the Date of Termination if the termination date occurs during Employment Period is terminated in connection with this Section 5.2, except as otherwise specifically provided hereunder or as required by applicable law (i.e., COBRA) and provided that nothing herein shall be interpreted to limit the first year of employment, the pro-rated amount of the BonusExecutive’s conversion rights, if any, shall be determined in the sole discretion under any of the Board or the Compensation Committee (A and B, collectively are the “Severance Pay”). Your Severance Pay shall be paid in equal installments over a period of twelve (12) months commencing with the first payroll period following the effective date of the Release required by Section 5(e), minus required withholdings, which severance payments will be made to you on the Company’s normal payroll cycle; (ii) should you elect to continue your group health and dental insurance benefits in accordance with the provisions of COBRA following the date of your termination, the Company shall pay the full premium for such health and dental insurance continuation benefits for a period of twelve (12) months after the termination date; provided, however, that any such payments will cease if you voluntarily enroll in a health insurance plan offered by another employer or entity during the period in which the Company is paying such premiums. You agree to immediately notify the Company in writing of any such enrollmentemployee benefit plans. (iii) notwithstanding the terms of any stock option grants and/or restricted stock awards, the vesting of such equity awards will automatically accelerate such that, in addition to any vesting acceleration earned by you pursuant to Section 3(e) or 3(f) of this Agreement prior to the effective date of such termination, effective on the date of such termination you will be deemed vested as if you had remained employed by the Company for an additional period of twenty four (24) months as of the date of termination and all restricted stock held by you that would otherwise vest as if you had been employed by the Company for an additional twenty four (24) months as of the date of termination shall automatically and immediately vest and no longer be subject to forfeiture or a right to repurchase by the Company as of the date of termination.

Termination by the Company Other than for Cause. The or By the Executive for a Good Reason. In addition to the payment to the Executive of the Executive’s Base Salary and the reimbursement of any applicable expenses pursuant to Section 4 of this Agreement through the Date of Termination, if (a) the Employment Period is terminated (i) by the Company shall have the right to terminate your employment hereunder at any time other than for Cause. In , (ii) by the event of Executive for a termination by Company Good Reason, (iii) pursuant to a Change in Control of the Company, or (iv) in accordance with the terms of Section 2.1.2 of this paragraphAgreement (provided the Company provides the requisite notice to the Executive to terminate prior to any Expiration Date); and (b) the Executive executes a general release in substantially the form attached hereto as Exhibit A (the “Release”) on or before the effective Date of Termination; and (c) the Executive has not breached the terms of the “Assignment Agreement” (as defined below); then the Company shall continuing paying the Executive salary payments based on the Base Salary (at the rate in effect at the Date of Termination) for a period commencing on the Date or Termination and ending (X) six (6) months from the Date of Termination if the termination of the Employment Period occurs prior to January 1, you 2015, (Y) twelve (12) months from the Date of Termination if the termination of the Employment Period occurs on or after January 1, 2015, or (Z) twelve (12) months from the Date of Termination if the Employment Period is terminated pursuant to a Change in Control of the Company that occurs on or after January 1, 2014. Any payment under this Section 5.2 shall be made in accordance with the Company’s normal payroll schedule at the time the payments are made. The Executive shall be entitled to receive payment the benefits under any plan or program adopted or sponsored by the Company or its Subsidiaries (to the extent the Executive participates and is vested in such benefits) in accordance with the terms of such plan or program. If the Executive elects and remains eligible for health coverage pursuant to Section 4980B of the Accrued Obligations Internal Revenue Code of 1986, as amended (“COBRA”) (and subject to withholding pursuant to Section 3.5 of this Agreement); then commencing within fifteen (15) business days following the following severance pay and related benefits: (i) date on which the Release becomes effective pursuant to its terms, the Company will will, for a period commencing on the Date of Termination and ending six (6) months from the Date of Termination, pay you severance pay in the amount of (A) your then-current annual Base Salary plus (B) the higher of (i) your Bonus for the year in which the termination occurs or (ii) the average a percentage of your Base Salary paid to you as Bonus in the two fiscal years prior premium for such COBRA health coverage equal to the termination date, in each case pro-rated percentage of the premium for health insurance coverage paid by the number Company on the Date of days you were employed in the calendar year Termination. The Executive shall not be entitled to any other salary or compensation after termination of the termination, provided however, that Employment Period (other than as set forth in this Section 5.2 and Section 5.3 of this Agreement) and no Person shall be entitled hereunder to participate in any employee benefit plan after the Date of Termination if the termination date occurs during Employment Period is terminated in connection with this Section 5.2, except as otherwise specifically provided hereunder or as required by applicable law (i.e., COBRA) and provided that nothing herein shall be interpreted to limit the first year of employment, the pro-rated amount of the BonusExecutive’s conversion rights, if any, shall be determined in the sole discretion under any of the Board or the Compensation Committee (A and B, collectively are the “Severance Pay”). Your Severance Pay shall be paid in equal installments over a period of twelve (12) months commencing with the first payroll period following the effective date of the Release required by Section 5(e), minus required withholdings, which severance payments will be made to you on the Company’s normal payroll cycle; (ii) should you elect to continue your group health and dental insurance benefits in accordance with the provisions of COBRA following the date of your termination, the Company shall pay the full premium for such health and dental insurance continuation benefits for a period of twelve (12) months after the termination date; provided, however, that any such payments will cease if you voluntarily enroll in a health insurance plan offered by another employer or entity during the period in which the Company is paying such premiums. You agree to immediately notify the Company in writing of any such enrollmentemployee benefit plans. (iii) notwithstanding the terms of any stock option grants and/or restricted stock awards, the vesting of such equity awards will automatically accelerate such that, in addition to any vesting acceleration earned by you pursuant to Section 3(e) or 3(f) of this Agreement prior to the effective date of such termination, effective on the date of such termination you will be deemed vested as if you had remained employed by the Company for an additional period of twenty four (24) months as of the date of termination and all restricted stock held by you that would otherwise vest as if you had been employed by the Company for an additional twenty four (24) months as of the date of termination shall automatically and immediately vest and no longer be subject to forfeiture or a right to repurchase by the Company as of the date of termination.

Termination by the Company Other than for Cause. The Company shall have the right Any payments to terminate your employment hereunder at any time other than for Cause. In the event be made or benefits to be provided under this Section 4(c) are conditioned on (x) Executive’s execution of a general release and/or termination by Company pursuant agreement satisfactory to this paragraphthe Company, you shall be entitled to receive payment of the Accrued Obligations and the following severance pay and related benefits:(y) such general release and/or termination agreement becoming effective. (i) If Executive’s employment with the Company will is involuntarily terminated by the Company other than for Cause then the Company shall pay you severance pay in or provide Executive with the amount following as of the date of termination: (A) your any Accrued Benefits, to be paid or provided on the date Executive’s employment is terminated; the Prorated Bonus; provided, however, that at the time of the termination of Executive’s employment, Executive is on pace to achieve the performance milestones necessary to be eligible for such bonus, and provided further that such Prorated Bonus is paid no later than March 15 of the year following the year in which Executive’s employment is terminated; (B) a severance amount equal to twelve (12) months of the Executive’s then-current annual Base Salary plus Salary, payable in two (B2) equal monthly payments, commencing on the date Executive’s employment is terminated; the right to participate in the Performance Bonus plan until such plan expires; (C) All shares of unvested stock options shall immediately become vested; All shares of unvested restricted stock awards, RSUs, Options, Warrants or other equity awards shall immediately become vested; (D) the higher of (i) your Bonus for the year right to continue Executive’s participation in which the termination occurs or (ii) the average percentage of your Base Salary paid to you as Bonus in the two fiscal years prior to the termination date, in each case pro-rated by the number of days you were employed in the calendar year of the termination, provided however, that if the termination date occurs during the first year of employment, the pro-rated amount of the Bonus, if any, shall be determined in the sole discretion of the Board or the Compensation Committee (A and B, collectively are the “Severance Pay”). Your Severance Pay shall be paid in equal installments over a period of twelve (12) months commencing with the first payroll period following the effective date of the Release required by Section 5(e), minus required withholdings, which severance payments will be made to you on the Company’s normal payroll cycle; (ii) should you elect health benefit plans to continue your group health and dental insurance benefits in accordance with the provisions of COBRA following the date of your terminationextent that he is then a participant therein, the Company shall pay the full premium for such health and dental insurance continuation benefits at no additional cost to Executive other than he would have incurred as an employee, for a period of twelve (12) months starting with the first calendar month after the termination datesuch date of termination; provided, however, that any Company shall pay the full premium for COBRA continuation coverage under its health plans for Executive (and, if applicable, Executive’s dependents enrolled as participants in such payments will cease if you voluntarily enroll in a health insurance plan offered by another employer or entity during the period in which the Company is paying such premiums. You agree to immediately notify the Company in writing of any such enrollment. (iii) notwithstanding the terms of any stock option grants and/or restricted stock awards, the vesting of such equity awards will automatically accelerate such that, in addition to any vesting acceleration earned by you pursuant to Section 3(e) or 3(f) of this Agreement prior to the effective date of such termination, effective on the date of such termination you will be deemed vested as if you had remained employed by the Company for an additional period of twenty four (24) months as of the date of termination and all restricted stock held by you that would otherwise vest as if you had been employed by the Company for an additional twenty four (24) months as of the date of termination shall automatically and immediately vest and no longer be subject to forfeiture or a right to repurchase by the Company plans as of the date of termination) for such twelve-month period. In the event Executive obtains other employment during the twelve-month period in this clause (D), pursuant to which he becomes covered for substantially similar or improved benefits, the right to continue to participate in any health benefit plan, at the Company’s expense, offered or provided by the Company shall immediately cease; and reasonable outplacement services at a level commensurate with Executive’s position, including use of an executive office, for a period of ninety (90) days commencing on Executive’s date of termination but in no event extending beyond the date on which Executive commences other full time employment.

Termination by the Company Other than for Cause. The Company shall have the right Any payments to terminate your employment hereunder at any time other than for Cause. In the event be made or benefits to be provided under this Section 4(c) are conditioned on (x) Executive’s execution of a general release and/or termination by Company pursuant agreement satisfactory to this paragraphthe Company, you shall be entitled to receive payment of the Accrued Obligations and the following severance pay and related benefits:(y) such general release and/or termination agreement becoming effective. (i) If Executive’s employment with the Company will is involuntarily terminated by the Company other than for Cause then the Company shall pay you severance pay in or provide Executive with the amount following as of the date of termination: (A) your any Accrued Benefits, to be paid or provided on the date Executive’s employment is terminated; (B) the Prorated Bonus; provided, however, that at the time of the termination of Executive’s employment, Executive is on pace to achieve the performance milestones necessary to be eligible for such bonus, and provided further that such Prorated Bonus is paid no later than March 15 of the year following the year in which Executive’s employment is terminated; (C) a severance amount equal to twelve (12) months of the Executive’s then-current annual Base Salary plus Salary, payable in two (B2) equal monthly payments, commencing on the date Executive’s employment is terminated; (D) the higher right to participate in the Performance Bonus plan until such plan expires; (E) All shares of unvested stock options shall immediately become vested; (iF) your Bonus for the year in which the termination occurs All shares of unvested restricted stock awards, RSUs, Options, Shares or Warrants shall immediately become vested; (iiG) the average percentage of your Base Salary paid right to you as Bonus continue Executive’s participation in the two fiscal years prior Company’s health benefit plans to the termination dateextent that he is then a participant therein, in each case pro-rated by at no additional cost to Executive other than he would have incurred as an employee, for a period of six (6) months starting with the number first calendar month after such date of days you were employed in the calendar year of the termination; provided, provided however, that if the termination date occurs during the first year of employment, the pro-rated amount of the Bonus, if any, shall be determined in the sole discretion of the Board or the Compensation Committee (A and B, collectively are the “Severance Pay”). Your Severance Pay shall be paid in equal installments over a period of twelve (12) months commencing with the first payroll period following the effective date of the Release required by Section 5(e), minus required withholdings, which severance payments will be made to you on the Company’s normal payroll cycle; (ii) should you elect to continue your group health and dental insurance benefits in accordance with the provisions of COBRA following the date of your termination, the Company shall pay the full premium for COBRA continuation coverage under its health plans for Executive (and, if applicable, Executive’s dependents enrolled as participants in such health and dental insurance continuation benefits for a period of twelve (12) months after the termination date; provided, however, that any such payments will cease if you voluntarily enroll in a health insurance plan offered by another employer or entity during the period in which the Company is paying such premiums. You agree to immediately notify the Company in writing of any such enrollment. (iii) notwithstanding the terms of any stock option grants and/or restricted stock awards, the vesting of such equity awards will automatically accelerate such that, in addition to any vesting acceleration earned by you pursuant to Section 3(e) or 3(f) of this Agreement prior to the effective date of such termination, effective on the date of such termination you will be deemed vested as if you had remained employed by the Company for an additional period of twenty four (24) months as of the date of termination and all restricted stock held by you that would otherwise vest as if you had been employed by the Company for an additional twenty four (24) months as of the date of termination shall automatically and immediately vest and no longer be subject to forfeiture or a right to repurchase by the Company plans as of the date of termination) for such twelve-month period. In the event Executive obtains other employment during the twelve-month period in this clause (D), pursuant to which he becomes covered for substantially similar or improved benefits, the right to continue to participate in any health benefit plan, at the Company’s expense, offered or provided by the Company shall immediately cease; and (H) reasonable outplacement services at a level commensurate with Executive’s position, including use of an executive office, for a period of ninety (90) days commencing on Executive’s date of termination but in no event extending beyond the date on which Executive commences other full time employment.

Termination by the Company Other than for Cause. The Any payments to be made or benefits to be provided under this Section 4(c) are conditioned on (x) Executive’s execution of a general release and/or termination agreement satisfactory to the Company, and (y) such general release and/or termination agreement becoming effective. (i) If Executive’s employment with the Company shall have is involuntarily terminated by the right to terminate your employment hereunder at any time Company other than for Cause. In , then the event of a termination by Company pursuant to this paragraph, you shall be entitled to receive payment pay or provide Executive with the following as of the Accrued Obligations and the following severance pay and related benefitsdate of termination: (iA) any Accrued Benefits, to be paid or provided on the date Executive’s employment is terminated; (B) the Company will pay you Prorated Bonus; provided, however, that at the time of the termination of Executive’s employment, Executive is on pace to achieve the performance milestones necessary to be eligible for such bonus, and provided further that such Prorated Bonus is paid no later than March 15 of the year following the year in which Executive’s employment is terminated; (C) a severance pay in amount equal to twelve (12) months of the amount of (A) your Executive’s then-current annual Base Salary plus Salary, payable in two (B2) equal monthly payments, commencing on the date Executive’s employment is terminated; (D) the higher right to participate in the Performance Bonus plan until such plan expires; (E) all shares of unvested stock options shall immediately become vested; (iF) your Bonus for the year in which the termination occurs all shares of unvested restricted stock awards, RSUs, Options, Warrants or other equity awards shall immediately become vested; (iiG) the average percentage of your Base Salary paid right to you as Bonus continue Executive’s participation in the two fiscal years prior to the termination date, in each case pro-rated by the number of days you were employed in the calendar year of the termination, provided however, that if the termination date occurs during the first year of employment, the pro-rated amount of the Bonus, if any, shall be determined in the sole discretion of the Board or the Compensation Committee (A and B, collectively are the “Severance Pay”). Your Severance Pay shall be paid in equal installments over a period of twelve (12) months commencing with the first payroll period following the effective date of the Release required by Section 5(e), minus required withholdings, which severance payments will be made to you on the Company’s normal payroll cycle; (ii) should you elect health benefit plans to continue your group health and dental insurance benefits in accordance with the provisions of COBRA following the date of your terminationextent that he is then a participant therein, the Company shall pay the full premium for such health and dental insurance continuation benefits at no additional cost to Executive other than he would have incurred as an employee, for a period of twelve (12) months starting with the first calendar month after the termination datesuch date of termination; provided, however, that any Company shall pay the full premium for COBRA continuation coverage under its health plans for Executive (and, if applicable, Executive’s dependents enrolled as participants in such payments will cease if you voluntarily enroll in a health insurance plan offered by another employer or entity during the period in which the Company is paying such premiums. You agree to immediately notify the Company in writing of any such enrollment. (iii) notwithstanding the terms of any stock option grants and/or restricted stock awards, the vesting of such equity awards will automatically accelerate such that, in addition to any vesting acceleration earned by you pursuant to Section 3(e) or 3(f) of this Agreement prior to the effective date of such termination, effective on the date of such termination you will be deemed vested as if you had remained employed by the Company for an additional period of twenty four (24) months as of the date of termination and all restricted stock held by you that would otherwise vest as if you had been employed by the Company for an additional twenty four (24) months as of the date of termination shall automatically and immediately vest and no longer be subject to forfeiture or a right to repurchase by the Company plans as of the date of termination) for such twelve-month period. In the event Executive obtains other employment during the twelve-month period in this clause (D), pursuant to which he becomes covered for substantially similar or improved benefits, the right to continue to participate in any health benefit plan, at the Company’s expense, offered or provided by the Company shall immediately cease; and (H) reasonable outplacement services at a level commensurate with Executive’s position, including use of an executive office, for a period of ninety (90) days commencing on Executive’s date of termination but in no event extending beyond the date on which Executive commences other full time employment.

Termination by the Company Other than for Cause. The Termination of the Executive by the Company shall have the right to terminate your employment hereunder at any time other than for Cause, as defined in Section 4(c) below, shall cause the Company to make payments to the Executive hereunder pursuant to the provisions of this Section 4(b). Such a termination shall require at least sixty (60) business days' prior notice and must be signed by at least three-fourths (3/4) of all the non-employee members of the Board of Directors. Notwithstanding anything to the contrary contained in Stock Option Program or any agreement or document related thereto, the Executive's total outstanding and unvested shares and/or options under the Stock Option Plan shall at the date of termination be deemed to be 100% vested. No further grants of stock or options shall be made under the Plan after such termination. With respect to base salary and annual incentive compensation, the Company's obligation shall be to pay the Executive, according to the terms of this Agreement and for a period of thirty-six (36) months, an amount equal to the annual salary and incentive paid to the Executive [at the bonus level for the year prior to which such termination occurs unless performance of the Company as defined in the matrix referenced in Section 3(b) is better in the year of termination, in which event such bonus shall be based on the matrix calculation as described in Section 3(b)], such annual amounts to be paid in equal monthly installments. During the 36-month severance payment period, the Executive shall be entitled to all payments, benefits and perquisites as provided for in this Agreement, and office space and secretarial support comparable to that provided to the Executive during his employment by the Company. The Executive shall be entitled to all payments and benefits as provided for in this Section for a period of thirty-six (36) months. If the Board of Directors fails to reelect the Executive to a position comparable to that described in Section 1(a) of this Agreement or, without terminating the Executive's employment, removes the Executive from his position for reasons other than Cause, substantively reduces the Executive's duties and responsibilities, reduces his pay and/or benefits, forces relocation, or requires excessive travel, then the Executive may, by notice to the Company, treat such action or removal as a termination of the Executive by the Company pursuant to this Section 4(b). In the event of a termination by Company the Executive's death before the completion of the payments pursuant to this paragraph, you shall be entitled to receive payment of the Accrued Obligations and the following severance pay and related benefits: (i) the Company will pay you severance pay in the amount of (A) your then-current annual Base Salary plus (B) the higher of (i) your Bonus for the year in which the termination occurs or (ii) the average percentage of your Base Salary paid to you as Bonus in the two fiscal years prior to the termination date, in each case pro-rated by the number of days you were employed in the calendar year of the termination, provided however, that if the termination date occurs during the first year of employmentSection 4(b), the pro-rated amount of the Bonus, if any, remaining payments hereunder shall be determined in the sole discretion of the Board or the Compensation Committee (A and B, collectively are the “Severance Pay”). Your Severance Pay shall be paid in equal installments over a period of twelve (12) months commencing with the first payroll period following the effective date of the Release required by Section 5(e), minus required withholdings, which severance payments will be made to you on the Company’s normal payroll cycle; (ii) should you elect beneficiary or beneficiaries designated by the Executive to continue your group health and dental insurance benefits in accordance with the provisions of COBRA following the date of your termination, the Company shall pay the full premium for such health and dental insurance continuation benefits for a period of twelve (12) months after the termination date; provided, however, that any such payments will cease if you voluntarily enroll in a health insurance plan offered by another employer or entity during the period in which the Company is paying such premiums. You agree to immediately notify the Company in writing of any or, absent such enrollmenta designation, to his estate. (iii) notwithstanding the terms of any stock option grants and/or restricted stock awards, the vesting of such equity awards will automatically accelerate such that, in addition to any vesting acceleration earned by you pursuant to Section 3(e) or 3(f) of this Agreement prior to the effective date of such termination, effective on the date of such termination you will be deemed vested as if you had remained employed by the Company for an additional period of twenty four (24) months as of the date of termination and all restricted stock held by you that would otherwise vest as if you had been employed by the Company for an additional twenty four (24) months as of the date of termination shall automatically and immediately vest and no longer be subject to forfeiture or a right to repurchase by the Company as of the date of termination.

Termination by the Company Other than for Cause. The During the Term, if the Company shall have the right to terminate your terminates Executive’s employment hereunder at any time other than for Cause. In , then the event Company shall pay to Executive in a lump sum in cash within thirty (30) days after the date of a termination, with the exact payment date to be determined by the Company, Executive’s Base Salary through the date of termination by Company pursuant to this paragraph, you shall be entitled to receive payment of the extent not theretofore paid (the “Accrued Obligations Salary”) and the following severance pay benefits (the benefits provided in Section 5(a)(i), (ii), (iii) and related benefits:(iv) being collectively referred to as the “Severance Benefits”): (i) subject to Section 10 hereof, the Company will shall pay you severance pay in to Executive an amount equal to the amount of (A) your then-current annual Base Salary plus (B) that would have been payable to her through the higher of (i) your Bonus for the year in which the termination occurs or (ii) the average percentage of your Base Salary paid to you as Bonus in the two fiscal years prior to the termination date, in each case pro-rated by the number of days you were employed in the calendar year remainder of the termination, provided however, that if the termination date occurs during the first year of employment, the pro-rated amount of the Bonus, if any, shall be determined in the sole discretion of the Board or the Compensation Committee Term had her employment not terminated (A and B, collectively are the “Severance PayAmount”). Your Severance Pay shall be paid , payable in equal installments over a period of twelve (12) months commencing with single lump sum on the first payroll period following date to occur after the effective sixtieth (60th) day after the date of the Release required by Section 5(e), minus required withholdings, which severance payments will be made to you on the Company’s normal payroll cycletermination; (ii) should you elect if Executive elects to continue your participation in any group health and dental insurance medical, dental, vision and/or prescription drug plan benefits in accordance with to which Executive and/or Executive’s eligible dependents would be entitled under Section 4980B of the provisions Code (COBRA), then for a period of COBRA following twenty-four (24) months after the date Date of your terminationTermination (the “Group Health Benefits Continuation Period”), the Company shall pay the full premium excess of (1) the COBRA cost of such coverage over (2) the amount that Executive would have had to pay for such health coverage if she had remained employed during the Group Health Benefits Continuation Period and dental insurance continuation benefits paid the active employee rate for a period of twelve (12) months after the termination date; such coverage, provided, however, that any such payments will cease (A) if you voluntarily enroll in Executive becomes eligible to receive group health benefits under a health insurance plan offered by another program of a subsequent employer or entity otherwise, the Company’s obligation to pay any portion of the cost of health coverage as described herein shall cease, except as otherwise provided by law; (B) the Group Health Benefits Continuation Period shall run concurrently with any period for which Executive is eligible to elect health coverage under COBRA; (C) for all months after the initial eighteen (18) months of the Group Health Benefits Continuation Period, the Company-paid portion of the monthly premium for such group health benefits, determined in accordance with Code Section 4980B and the regulations thereunder, shall be treated as taxable compensation by including such amount in Executive’s income in accordance with applicable rules and regulations; (D) during the period Group Health Benefits Continuation Period, the benefits provided in any one calendar year shall not affect the amount of benefits provided in any other calendar year (other than the effect of any overall coverage benefits under the applicable plans); (E) the reimbursement of an eligible taxable expense shall be made as soon as practicable but not later than December 31 of the year following the year in which the Company is paying such premiumsexpense was incurred; and (F) Executive’s rights pursuant to this Section 5(a)(ii) shall not be subject to liquidation or exchange for another benefit. You agree to immediately notify During the nineteenth (19th) month after the Date of Termination, the Company shall pay to Executive a lump sum cash payment equal to the applicable monthly premium under COBRA (less the 2% administrative fee and less the active-employee rate for such coverage), multiplied by the number of months remaining in writing of any such enrollment.the Group Health Benefits Continuation Period; (iii) notwithstanding Executive’s unvested stock options outstanding on the Date of Termination, shall become fully vested and exercisable on the Date of Termination and shall otherwise remain subject to the terms and conditions of any stock option grants and/or restricted stock awards, the vesting of such equity awards will automatically accelerate such that, in addition to any vesting acceleration earned by you plan pursuant to Section 3(ewhich they were granted and the award agreements evidencing the grant thereof; and (iv) or 3(f) Executive shall continue to have the use of this Agreement prior to the effective date of such termination, effective on the date of such termination you will be deemed vested as if you had remained employed personal assistant provided by the Company for an additional period two (2) years following the Date of twenty four Termination, with such personal assistant having a base salary at a rate not to exceed $60,000. Notwithstanding the foregoing, the Company shall be obligated to provide the Severance Benefits only if (24A) months as of within forty-five (45) days after the date of termination Executive shall have executed a separation and all restricted stock held by you that would otherwise vest as if you had been employed full release of claims/covenant not to sxx agreement in the form provided by the Company for an additional twenty four (24the “Release Agreement”) months as and such Release Agreement shall not have been revoked within the revocation period specified in the Release Agreement, and (B) Executive fully complies with the obligations set forth in Section 6 hereof. For the avoidance of doubt, if Executive does not comply with the obligations set forth in Section 6 hereof, then any obligation of the date of termination Company to pay the Severance Benefits shall automatically and cease immediately vest and no longer be subject to forfeiture or a right to repurchase by the Company as of the date of terminationupon Executive’s breach thereof.

Termination by the Company Other than for Cause. The If the Company shall have ----------------------------------------------- terminate the right to terminate your Executive's employment hereunder at any time other than for Cause. In the event of a termination by Company pursuant to this paragraphSection 8.5 hereof, you shall be entitled to receive payment of the Accrued Obligations and the following severance pay and related benefits: (i) then the Company will shall pay you severance pay in to the amount of Executive, without duplication, (A) your then-current annual Base his Salary plus earned and unpaid through the Termination Date, (B) the higher of any vacation pay required by applicable law, and (i) your Bonus for the year in which the termination occurs or (iiC) the average percentage greater of: (I) Salary payable during the notice period required by applicable provincial legislation; and (II) until the date (the "Severance Termination Date") which is the second anniversary of your Base the Effective Date, severance at a rate equal to 100% of his Salary paid for such period. With respect to you as Bonus any termination of employment to which this Section 9.4 applies, until the Severance Termination Date, the Company shall, if the Executive was participating in the two fiscal years any medical and dental insurance plans pursuant to Section 3.4 hereof immediately prior to the effectiveness of his termination dateof employment and subject to any employee contribution applicable to the Executive immediately prior to such effectiveness, continue to contribute to the cost of the Executive's participation in each case pro-rated such medical and dental insurance plans so long as the Executive is entitled to continue such participation under applicable law and plan terms. The obligations of the Company to the Executive under this Section 9.4 (other than with respect to Salary earned and unpaid through the Termination Date and any vacation pay required by applicable law) are conditioned upon the number Executive's signing a release of days you were employed claims in the calendar year form attached hereto as Exhibit A --------- (the "Release") within 30 days of the terminationdate on which notice of termination is given and upon such Release remaining in full force and effect thereafter. All severance payments under this Section 9.4 will be in the form of salary continuation, provided however, that if payable in accordance with the termination date occurs during the first year of employment, the pro-rated amount normal payroll practices of the Bonus, if any, shall be determined in Company and will begin at the sole discretion of the Board or the Compensation Committee (A and B, collectively are the “Severance Pay”). Your Severance Pay shall be paid in equal installments over a period of twelve (12) months commencing with the first Company's next regular payroll period following the effective date of the Release required by Section 5(e)Release, minus required withholdings, which severance payments will but shall be made to you on the Company’s normal payroll cycle; (ii) should you elect to continue your group health and dental insurance benefits in accordance with the provisions of COBRA following the date of your termination, the Company shall pay the full premium for such health and dental insurance continuation benefits for a period of twelve (12) months after the termination date; provided, however, that any such payments will cease if you voluntarily enroll in a health insurance plan offered by another employer or entity during the period in which the Company is paying such premiums. You agree to immediately notify the Company in writing of any such enrollment. (iii) notwithstanding the terms of any stock option grants and/or restricted stock awards, the vesting of such equity awards will automatically accelerate such that, in addition to any vesting acceleration earned by you pursuant to Section 3(e) or 3(f) of this Agreement prior retroactive to the effective date of such termination, effective on the date of such termination you will be deemed vested as if you had remained employed by the Company for an additional period of twenty four (24) months as of the date of termination and all restricted stock held by you that would otherwise vest as if you had been employed by the Company for an additional twenty four (24) months as of the date of termination shall automatically and immediately vest and no longer be subject to forfeiture or a right to repurchase by the Company as of the date of terminationTermination Date.

Termination by the Company Other than for Cause. The If the Company shall have terminates Executive’s employment without Cause, and Executive executes and honors a separation agreement and release to the right to terminate your employment hereunder at any time other than for Cause. In Company’s satisfaction (the event of a termination by “Separation Agreement”), the Company pursuant to this paragraph, you shall be entitled to receive payment of the Accrued Obligations and will provide Executive with the following severance pay and related benefits, unless Executive is entitled to the severance pay and benefits outlined in Section 4, in which case, none of the following shall be provided: (i) i. [For CEO Version Only: 2x][For Non-CEO Version Only: 1x] the Company will pay you severance pay in the amount total of (Aa) your Executive’s then-current annual Base Salary Salary, plus (Bb) the higher target level of Executive’s short-term incentive bonus compensation for the year in which the termination occurs. The base salary amount shall be paid in accord with the Company’s regular payroll process over the [For CEO Version Only: 24-month][For Non-CEO Version Only: 12-month] period immediately following Executive’s termination of employment consistent with the terms of the Separation Agreement; provided that, if the period of time during which Executive may provide a release pursuant to the Separation Agreement overlaps two calendar years, any payments that would otherwise be made during the first calendar year shall be delayed and paid in the second calendar year if the release is provided and not revoked. For purposes of unemployment compensation, the severance pay provided under this paragraph shall be allocated to the [For CEO Version Only: 24-month][For Non-CEO Version Only: 12-month] period immediately following Executive’s termination of employment. ii. The pro-rata share (idetermined by dividing the number of days employed in the year in which the termination occurs by 365) your Bonus of Executive’s short-term incentive bonus compensation for the year in which the termination occurs or (ii) based on the average percentage Company’s actual performance versus the Company’s short-term metric targets at the conclusion of your Base Salary the year which would have otherwise been applicable as if Executive had remained employed through year-end. This amount shall be paid at the time that others who are eligible to you as Bonus receive bonus compensation are paid after the year in the two fiscal years prior to which the termination date, in each case pro-rated by the number of days you were employed in the calendar year of the termination, provided however, that if the termination date occurs during the first year of employmentoccurs. iii. Should Executive elect COBRA coverage, the proCompany will pay for such COBRA coverage on behalf of Executive and/or the eligible members of Executive’s family for a [For CEO Version Only: 24-rated amount month][For Non-CEO Version Only: 12-month] period. iv. Outplacement benefits and assistance for a period of the Bonus, if any, [For CEO Version Only: 24 months][For Non-CEO Version Only: 12 months] up to a cost of [For CEO Version Only: fifty thousand dollars ($50,000)][For Non-CEO Version Only: twenty-five thousand dollars ($25,000)]. Details of such outplacement benefits and assistance shall be determined in by the sole discretion Company, and information will be provided by the outplacement firm at the time of, or shortly after, termination of employment. v. Except to the extent a more favorable result is provided to Executive under the Company’s 2013 Omnibus Incentive Plan (or successor plan thereto) or any award agreement thereunder, the following treatment with respect to equity-based awards (provided that, except as modified below, the existing terms of such awards shall continue to apply): (1) Any unvested stock options or stock appreciation rights held by Executive under the Company’s 2013 Omnibus Incentive Plan (or successor plan thereto) shall vest on a pro rated basis and shall be exercisable until the earlier of the Board or the Compensation Committee (A and B, collectively are the “Severance Pay”). Your Severance Pay shall be paid in equal installments over a period of date that is twelve (12) months commencing from the date of termination or the date of expiration of such stock options or stock appreciation rights to exercise any outstanding stock options or stock appreciation rights. The pro ration shall be calculated my multiplying the number of unvested stock options or stock appreciation rights by a fraction, the numerator of which is the number of months (rounded up to the next whole month) in the applicable vesting period for such unvested stock options or stock appreciation rights during which Executive was employed and the numerator of which is the total number of months in the applicable vesting period. (2) Any unvested shares of restricted stock or restricted stock units held by Executive under the Company’s 2013 Omnibus Incentive Plan (or successor plan thereto) shall vest on a pro rated basis. The pro ration shall be calculated my multiplying the number of unvested shares of restricted stock or restricted stock units, the numerator of which is the number of months (rounded up to the next whole month) in the applicable vesting period for such unvested shares of restricted stock or restricted stock units during which Executive was employed and the numerator of which is the total number of months in the applicable vesting period. (3) Any unearned performance shares or performance share units held by Executive under the Company’s 2013 Omnibus Incentive Plan (or successor plan thereto) shall be prorated by multiplying the total number of shares subject to the performance shares or performance share units by a fraction, the numerator of which is the number of months (rounded up to the next whole month) in the applicable performance period for such unearned performance shares or performance share units during which Executive was employed and the numerator of which is the total number of months in the applicable performance period, , and such pro rata portion of the performance shares or performance share units shall remain eligible to be earned and paid on their original schedule at the end of the applicable performance period based on actual performance. In addition, and whether Executive executes the Separation Agreement or not, the Company will pay Executive his or her Accrued Obligations with the first payroll period immediately following the effective date of the Release required by Section 5(e), minus required withholdings, which severance payments will be made to you on the Company’s normal payroll cycle; (ii) should you elect to continue your group health and dental insurance benefits in accordance with the provisions of COBRA following the date of your termination, the Company shall pay the full premium for such health and dental insurance continuation benefits for a period of twelve (12) months after the termination date; provided, however, that any such payments will cease if you voluntarily enroll in a health insurance plan offered by another employer or entity during the period in which the Company is paying such premiums. You agree to immediately notify the Company in writing of any such enrollment. (iii) notwithstanding the terms of any stock option grants and/or restricted stock awards, the vesting of such equity awards will automatically accelerate such that, in addition to any vesting acceleration earned by you pursuant to Section 3(e) or 3(f) of this Agreement prior to the effective date of such termination, effective on the date of such termination you will be deemed vested as if you had remained employed by the Company for an additional period of twenty four (24) months as of the date of termination and all restricted stock held by you that would otherwise vest as if you had been employed by the Company for an additional twenty four (24) months as of the date of termination shall automatically and immediately vest and no longer be subject to forfeiture or a right to repurchase by the Company as of the date of termination.

Termination by the Company Other than for Cause. The During the Term, if the Company shall have the right to terminate your terminates Executive’s employment hereunder at any time other than for Cause. In , then the event Company shall pay to Executive in a lump sum in cash within thirty (30) days after the date of a termination, with the exact payment date to be determined by the Company, Executive’s Base Salary through the date of termination by Company pursuant to this paragraph, you shall be entitled to receive payment of the extent not theretofore paid (the “Accrued Obligations Salary”) and the following severance pay benefits (the benefits provided in Section 5(a)(i), (ii), (iii) and related benefits:(iv) being collectively referred to as the “Severance Benefits”): (i) subject to Section 10 hereof, the Company will shall pay you severance pay in to Executive an amount equal to the amount of (A) your then-current annual Base Salary plus (B) that would have been payable to him through the higher of (i) your Bonus for the year in which the termination occurs or (ii) the average percentage of your Base Salary paid to you as Bonus in the two fiscal years prior to the termination date, in each case pro-rated by the number of days you were employed in the calendar year remainder of the termination, provided however, that if the termination date occurs during the first year of employment, the pro-rated amount of the Bonus, if any, shall be determined in the sole discretion of the Board or the Compensation Committee Term had his employment not terminated (A and B, collectively are the “Severance PayAmount”). Your Severance Pay shall be paid , payable in equal installments over a period of twelve (12) months commencing with single lump sum on the first payroll period following date to occur after the effective sixtieth (60th) day after the date of the Release required by Section 5(e), minus required withholdings, which severance payments will be made to you on the Company’s normal payroll cycletermination; (ii) should you elect if Executive elects to continue your participation in any group health and dental insurance medical, dental, vision and/or prescription drug plan benefits in accordance with to which Executive and/or Executive’s eligible dependents would be entitled under Section 4980B of the provisions Code (COBRA), then for a period of COBRA following twenty-four (24) months after the date Date of your terminationTermination (the “Group Health Benefits Continuation Period”), the Company shall pay the full premium excess of (1) the COBRA cost of such coverage over (2) the amount that Executive would have had to pay for such health coverage if he had remained employed during the Group Health Benefits Continuation Period and dental insurance continuation benefits paid the active employee rate for a period of twelve (12) months after the termination date; such coverage, provided, however, that any such payments will cease (A) if you voluntarily enroll in Executive becomes eligible to receive group health benefits under a health insurance plan offered by another program of a subsequent employer or entity otherwise, the Company’s obligation to pay any portion of the cost of health coverage as described herein shall cease, except as otherwise provided by law; (B) the Group Health Benefits Continuation Period shall run concurrently with any period for which Executive is eligible to elect health coverage under COBRA; (C) for all months after the initial eighteen (18) months of the Group Health Benefits Continuation Period, the Company-paid portion of the monthly premium for such group health benefits, determined in accordance with Code Section 4980B and the regulations thereunder, shall be treated as taxable compensation by including such amount in Executive’s income in accordance with applicable rules and regulations; (D) during the period Group Health Benefits Continuation Period, the benefits provided in any one calendar year shall not affect the amount of benefits provided in any other calendar year (other than the effect of any overall coverage benefits under the applicable plans); (E) the reimbursement of an eligible taxable expense shall be made as soon as practicable but not later than December 31 of the year following the year in which the Company is paying such premiumsexpense was incurred; and (F) Executive’s rights pursuant to this Section 5(a)(ii) shall not be subject to liquidation or exchange for another benefit. You agree to immediately notify During the nineteenth (19th) month after the Date of Termination, the Company shall pay to Executive a lump sum cash payment equal to the applicable monthly premium under COBRA (less the 2% administrative fee and less the active-employee rate for such coverage), multiplied by the number of months remaining in writing of any such enrollment.the Group Health Benefits Continuation Period; (iii) notwithstanding Executive’s unvested stock options outstanding on the Date of Termination, shall become fully vested and exercisable on the Date of Termination and shall otherwise remain subject to the terms and conditions of any stock option grants and/or restricted stock awards, the vesting of such equity awards will automatically accelerate such that, in addition to any vesting acceleration earned by you plan pursuant to Section 3(ewhich they were granted and the award agreements evidencing the grant thereof; and (iv) or 3(f) Executive shall continue to have the use of this Agreement prior to the effective date of such termination, effective on the date of such termination you will be deemed vested as if you had remained employed personal assistant provided by the Company for an additional period two (2) years following the Date of twenty four Termination, with such personal assistant having a base salary at a rate not to exceed $60,000. Notwithstanding the foregoing, the Company shall be obligated to provide the Severance Benefits only if (24A) months as of within forty-five (45) days after the date of termination Executive shall have executed a separation and all restricted stock held by you that would otherwise vest as if you had been employed full release of claims/covenant not to sxx agreement in the form provided by the Company for an additional twenty four (24the “Release Agreement”) months as and such Release Agreement shall not have been revoked within the revocation period specified in the Release Agreement, and (B) Executive fully complies with the obligations set forth in Section 6 hereof. For the avoidance of doubt, if Executive does not comply with the obligations set forth in Section 6 hereof, then any obligation of the date of termination Company to pay the Severance Benefits shall automatically and cease immediately vest and no longer be subject to forfeiture or a right to repurchase by the Company as of the date of terminationupon Executive’s breach thereof.

Termination by the Company Other than for Cause. The or By the Employee for a Good Reason. In addition to the payment to the Employee of the Employee’s Base Salary and the reimbursement of any applicable expenses pursuant to Section 3.8 of this Agreement through the Date of Termination, if (a) after the first anniversary of the Effective Date the Employment Period is terminated (i) by the Company shall have the right to terminate your employment hereunder at any time other than for Cause, (ii) by the Employee for a Good Reason, (iii) by the Company in accordance with Section 2.1.2 of this Agreement by providing the requisite notice to the Employee to terminate this Agreement prior to any Expiration Date; and (b) the Employee executes a general release in substantially the form attached hereto as Exhibit A (the “Release”) on or before the Date of Termination; then the Company shall continue paying the Employee salary payments based on the Base Salary (at the rate in effect at the Date of Termination) for a period commencing on the Date of Termination and ending six (6) months from the Date of Termination. Further, In addition to the event payment to the Employee of a termination by Company the Employee’s Base Salary and the reimbursement of any applicable expenses pursuant to Section 3.8 of this paragraphAgreement through the Date of Termination, you if (a) prior to the first anniversary of the Effective Date the Employment Period is terminated by the Company other than for Cause and following a significant change in executive leadership of the Company; and (b) the Employee executes a general release in substantially the form attached hereto as Exhibit A (the “Release”) on or before the Date of Termination; then the Company shall continue paying the Employee salary payments based on the Base Salary (at the rate in effect at the Date of Termination) for a period commencing on the Date of Termination and ending six (6) months from the Date of Termination. Any payment under this Section 4.2 shall be made in accordance with the Company’s normal payroll schedule at the time the payments are made. The Employee shall be entitled to receive payment the benefits under any plan or program adopted or sponsored by the Company or its Subsidiaries (to the extent the Employee participates and is vested in such benefits) in accordance with the terms of such plan or program. If the Employee elects and remains eligible for health coverage pursuant to Section 4980B of the Accrued Obligations Internal Revenue Code of 1986, as amended (“COBRA”) (and subject to withholding pursuant to Section 3.5 of this Agreement), then commencing within fifteen (15) business days following the following severance pay and related benefits: (i) date on which the Release becomes effective pursuant to its terms, the Company will will, for a period commencing on the Date of Termination and ending six (6) months from the Date of Termination if the Date of Termination occurs after the first anniversary of the Effective Date, pay you severance pay in the amount of (A) your then-current annual Base Salary plus (B) the higher of (i) your Bonus for the year in which the termination occurs or (ii) the average a percentage of your Base Salary paid to you as Bonus in the two fiscal years prior premium for such COBRA health coverage equal to the termination date, in each case pro-rated percentage of the premium for health insurance coverage paid by the number Company on the Date of days you were employed in the calendar year Termination. The Employee shall not be entitled to any other salary or compensation after termination of the termination, provided however, that Employment Period under this Section 4.2 (other than as set forth in this Section 4.2 and Section 4.3 of this Agreement). No Person shall be entitled hereunder to participate in any employee benefit plan after the Date of Termination if the termination date occurs during Employment Period is terminated in connection with this Section 4.2, except as otherwise specifically provided hereunder or as required by applicable law (i.e., COBRA) and provided that nothing herein shall be interpreted to limit the first year of employment, the pro-rated amount of the BonusEmployee’s conversion rights, if any, shall be determined in the sole discretion under any of the Board or the Compensation Committee (A and B, collectively are the “Severance Pay”). Your Severance Pay shall be paid in equal installments over a period of twelve (12) months commencing with the first payroll period following the effective date of the Release required by Section 5(e), minus required withholdings, which severance payments will be made to you on the Company’s normal payroll cycle; (ii) should you elect to continue your group health and dental insurance benefits in accordance with the provisions of COBRA following the date of your termination, the Company shall pay the full premium for such health and dental insurance continuation benefits for a period of twelve (12) months after the termination date; provided, however, that any such payments will cease if you voluntarily enroll in a health insurance plan offered by another employer or entity during the period in which the Company is paying such premiums. You agree to immediately notify the Company in writing of any such enrollmentemployee benefit plans. (iii) notwithstanding the terms of any stock option grants and/or restricted stock awards, the vesting of such equity awards will automatically accelerate such that, in addition to any vesting acceleration earned by you pursuant to Section 3(e) or 3(f) of this Agreement prior to the effective date of such termination, effective on the date of such termination you will be deemed vested as if you had remained employed by the Company for an additional period of twenty four (24) months as of the date of termination and all restricted stock held by you that would otherwise vest as if you had been employed by the Company for an additional twenty four (24) months as of the date of termination shall automatically and immediately vest and no longer be subject to forfeiture or a right to repurchase by the Company as of the date of termination.

Termination by the Company Other than for Cause. The or By the Employee for a Good Reason. In addition to the payment to the Employee of the Employee’s Base Salary and the reimbursement of any applicable expenses pursuant to Section 3.7 of this Agreement through the Date of Termination, if (a) after December 31, 2024, the Employment Period is terminated (i) by the Company shall have the right to terminate your employment hereunder at any time other than for Cause, (ii) by the Employee for a Good Reason, (iii) by the Company in accordance with Section 2.1.2 of this Agreement by providing the requisite notice to the Employee to terminate this Agreement prior to any Expiration Date; and (b) the Employee executes a general release in substantially the form attached hereto as Exhibit A (the “Release”) on or before the Date of Termination; then the Company shall continue paying the Employee salary payments based on the Base Salary (at the rate in effect at the Date of Termination) for a period commencing on the Date of Termination and ending six (6) months from the Date of Termination. In Any payment under this Section 4.2 shall be made in accordance with the event of a termination by Company pursuant to this paragraph, you Company’s normal payroll schedule at the time the payments are made. The Employee shall be entitled to receive payment the benefits under any plan or program adopted or sponsored by the Company or its Subsidiaries (to the extent the Employee participates and is vested in such benefits) in accordance with the terms of such plan or program. If the Employee elects and remains eligible for health coverage pursuant to Section 4980B of the Accrued Obligations Internal Revenue Code of 1986, as amended (“COBRA”) (and subject to withholding pursuant to Section 3.5 of this Agreement), then commencing within fifteen (15) business days following the following severance pay and related benefits: (i) date on which the Release becomes effective pursuant to its terms, the Company will will, for a period commencing on the Date of Termination and ending six (6) months from the Date of Termination if the Date of Termination occurs after the first anniversary of the Effective Date, pay you severance pay in the amount of (A) your then-current annual Base Salary plus (B) the higher of (i) your Bonus for the year in which the termination occurs or (ii) the average a percentage of your Base Salary paid to you as Bonus in the two fiscal years prior premium for such COBRA health coverage equal to the termination date, in each case pro-rated percentage of the premium for health insurance coverage paid by the number Company on the Date of days you were employed in the calendar year Termination. The Employee shall not be entitled to any other salary or compensation after termination of the termination, provided however, that Employment Period under this Section 4.2 (other than as set forth in this Section 4.2 and Section 4.3 of this Agreement). No Person shall be entitled hereunder to participate in any employee benefit plan after the Date of Termination if the termination date occurs during Employment Period is terminated in connection with this Section 4.2, except as otherwise specifically provided hereunder or as required by applicable law (i.e., COBRA) and provided that nothing herein shall be interpreted to limit the first year of employment, the pro-rated amount of the BonusEmployee’s conversion rights, if any, shall be determined in the sole discretion under any of the Board or the Compensation Committee (A and B, collectively are the “Severance Pay”). Your Severance Pay shall be paid in equal installments over a period of twelve (12) months commencing with the first payroll period following the effective date of the Release required by Section 5(e), minus required withholdings, which severance payments will be made to you on the Company’s normal payroll cycle; (ii) should you elect to continue your group health and dental insurance benefits in accordance with the provisions of COBRA following the date of your termination, the Company shall pay the full premium for such health and dental insurance continuation benefits for a period of twelve (12) months after the termination date; provided, however, that any such payments will cease if you voluntarily enroll in a health insurance plan offered by another employer or entity during the period in which the Company is paying such premiums. You agree to immediately notify the Company in writing of any such enrollmentemployee benefit plans. (iii) notwithstanding the terms of any stock option grants and/or restricted stock awards, the vesting of such equity awards will automatically accelerate such that, in addition to any vesting acceleration earned by you pursuant to Section 3(e) or 3(f) of this Agreement prior to the effective date of such termination, effective on the date of such termination you will be deemed vested as if you had remained employed by the Company for an additional period of twenty four (24) months as of the date of termination and all restricted stock held by you that would otherwise vest as if you had been employed by the Company for an additional twenty four (24) months as of the date of termination shall automatically and immediately vest and no longer be subject to forfeiture or a right to repurchase by the Company as of the date of termination.

Termination by the Company Other than for Cause. The Company shall have the right to terminate your employment hereunder at any time other than for Cause. In the event of a termination by Company pursuant to this paragraphparagraph that occurs at any time prior to the effective date of a Change in Control, or more than fifteen (15) months following the effective date of a Change in Control you shall be entitled to receive payment of the Accrued Obligations and the following severance pay and related benefits:, subject to your timely provision of the effective Release of claims required by Section 5(e): (i) the Company will pay you severance pay in the amount of (A) twelve (12) months of your then-then current annual Base Salary plus (B) the higher of (i) your target Bonus for the year in which the termination occurs or (ii) the average percentage of your Base Salary paid to you as Bonus in the two fiscal years prior to the termination date, in each case pro-rated by the number of days you were employed in the calendar year of the termination, provided however, that if the termination date occurs during the first year of employment, the pro-rated amount of the Bonus, if any, shall be determined in the sole discretion of the Board or the Compensation Committee (A and B, collectively are the “Severance Pay”). Your Severance Pay shall be paid in equal installments over a period of twelve (12) months commencing with the first payroll period following the effective on your termination date of the Release required by Section 5(e), minus required withholdings, which severance payments will be made to you on the Company’s normal payroll cycle;; provided, however that any amounts otherwise scheduled to be paid prior to the effective date of the Release required by Section 5(e) shall instead accrue and be paid on the first payroll date following the effective date of the Release. (ii) should you elect to continue your group health and dental insurance benefits in accordance with the provisions of COBRA following the date of your termination, the Company shall pay the full premium for such health and dental insurance continuation benefits for a period of twelve (12) months after commencing with the first calendar month that commences following your termination datedate (the “COBRA Payment Period”); provided, however, that any such payments will cease if you voluntarily enroll in a health insurance plan offered by another employer or entity during the period in which the Company is paying such premiums. You agree to immediately notify the Company in writing of any such enrollment. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay you a taxable cash amount, which payment shall be made regardless of whether you or your eligible family members elect health care continuation coverage (the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly installments on the same schedule that the COBRA Premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company would have otherwise paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the earlier of (i) expiration of the COBRA Payment Period, or (ii) the date you voluntarily enroll in a health insurance plan offered by another employer or entity. (iii) notwithstanding the terms of any stock option grants and/or restricted stock awards, the vesting of such equity awards will automatically accelerate such that, in addition to any vesting acceleration earned by you pursuant to Section 3(e) or 3(f) of this Agreement prior to the effective date of such termination, effective on the date of such termination you will be deemed vested as if you had remained employed by the Company for an additional period of twenty four (24) months as of the date of termination and all restricted stock held by you that would otherwise vest as if you had been employed by the Company for an additional twenty four (24) months as of the date of termination shall automatically and immediately vest and no longer be subject to forfeiture or a right to repurchase by the Company as of the date of termination. Any severance benefits provided under this Section 5 (c) shall be calculated without giving effect to any reduction in your Base Salary that would give you the right to resign for Good Reason.

Termination by the Company Other than for Cause. The or By the Executive for a Good Reason. In addition to the payment to the Executive of the Executive’s Base Salary and the reimbursement of any applicable expenses pursuant to Section 4 of this Agreement through the Date of Termination, if (a) the Employment Period is terminated (i) by the Company shall have the right to terminate your employment hereunder at any time other than for Cause, (ii) by the Executive for a Good Reason, (iii) within twelve (12) months following to a Change in Control of the Company, or (iv) by the Company in accordance with Section 2.1.2 of this Agreement by providing the requisite notice to the Executive to terminate this Agreement prior to any Expiration Date; and (b) the Executive executes a general release in substantially the form attached hereto as Exhibit A (the “Release”) on or before the Date of Termination; and (c) the Executive has not breached the terms of the “Assignment Agreement” (as defined below); then the Company shall continuing paying the Executive salary payments based on the Base Salary (at the rate in effect at the Date of Termination) for a period commencing on the Date or Termination and ending (X) six (6) months from the Date of Termination, or (Y) twelve (12) months from the Date of Termination if the Employment Period is terminated within twelve (12) months following a Change in Control of the Company. In Any payment under this Section 5.2 shall be made in accordance with the event of a termination by Company pursuant to this paragraph, you Company’s normal payroll schedule at the time the payments are made. The Executive shall be entitled to receive payment the benefits under any plan or program adopted or sponsored by the Company or its Subsidiaries (to the extent the Executive participates and is vested in such benefits) in accordance with the terms of such plan or program. If the Executive elects and remains eligible for health coverage pursuant to Section 4980B of the Accrued Obligations Internal Revenue Code of 1986, as amended (“COBRA”) (and subject to withholding pursuant to Section 3.5 of this Agreement), then commencing within fifteen (15) business days following the following severance pay and related benefits: (i) date on which the Release becomes effective pursuant to its terms, the Company will will, for a period commencing on the Date of Termination and ending six (6) months from the Date of Termination, pay you severance pay in the amount of (A) your then-current annual Base Salary plus (B) the higher of (i) your Bonus for the year in which the termination occurs or (ii) the average a percentage of your Base Salary paid to you as Bonus in the two fiscal years prior premium for such COBRA health coverage equal to the termination date, in each case pro-rated percentage of the premium for health insurance coverage paid by the number Company on the Date of days you were employed in the calendar year Termination. The Executive shall not be entitled to any other salary or compensation after termination of the termination, provided however, that Employment Period (other than as set forth in this Section 5.2 and Section 5.3 of this Agreement) and no Person shall be entitled hereunder to participate in any employee benefit plan after the Date of Termination if the termination date occurs during Employment Period is terminated in connection with this Section 5.2, except as otherwise specifically provided hereunder or as required by applicable law (i.e., COBRA) and provided that nothing herein shall be interpreted to limit the first year of employment, the pro-rated amount of the BonusExecutive’s conversion rights, if any, shall be determined in the sole discretion under any of the Board or the Compensation Committee (A and B, collectively are the “Severance Pay”). Your Severance Pay shall be paid in equal installments over a period of twelve (12) months commencing with the first payroll period following the effective date of the Release required by Section 5(e), minus required withholdings, which severance payments will be made to you on the Company’s normal payroll cycle; (ii) should you elect to continue your group health and dental insurance benefits in accordance with the provisions of COBRA following the date of your termination, the Company shall pay the full premium for such health and dental insurance continuation benefits for a period of twelve (12) months after the termination date; provided, however, that any such payments will cease if you voluntarily enroll in a health insurance plan offered by another employer or entity during the period in which the Company is paying such premiums. You agree to immediately notify the Company in writing of any such enrollmentemployee benefit plans. (iii) notwithstanding the terms of any stock option grants and/or restricted stock awards, the vesting of such equity awards will automatically accelerate such that, in addition to any vesting acceleration earned by you pursuant to Section 3(e) or 3(f) of this Agreement prior to the effective date of such termination, effective on the date of such termination you will be deemed vested as if you had remained employed by the Company for an additional period of twenty four (24) months as of the date of termination and all restricted stock held by you that would otherwise vest as if you had been employed by the Company for an additional twenty four (24) months as of the date of termination shall automatically and immediately vest and no longer be subject to forfeiture or a right to repurchase by the Company as of the date of termination.

Termination by the Company Other than for Cause. (i) The Company may terminate this Agreement and Executive’s employment other than for Cause immediately upon oral, written or other notice to Executive at the Company’s sole discretion, and in such event, the Company shall have provide severance benefits to Executive in accordance with and subject to Paragraph 5(d)(ii) below. Executive acknowledges and agrees that such severance benefits constitute the right to terminate your exclusive remedy of Executive upon such a termination of employment hereunder at any time other than for Cause. In the event Notwithstanding any other provision of this Agreement, as a termination by Company pursuant condition to this paragraphreceiving such severance benefits, you Executive shall be entitled to receive payment of the Accrued Obligations execute a Confidential Severance Agreement and the following severance pay Full and related benefits: (i) the Company will pay you severance pay in the amount of (A) your then-current annual Base Salary plus (B) the higher of (i) your Bonus for the year in which the termination occurs or (ii) the average percentage of your Base Salary paid to you as Bonus in the two fiscal years prior to the termination date, in each case pro-rated by the number of days you were employed in the calendar year of the termination, provided however, that if the termination date occurs during the first year of employment, the pro-rated amount of the Bonus, if any, shall be determined in the sole discretion of the Board or the Compensation Committee (A and B, collectively are the “Severance Pay”). Your Severance Pay shall be paid in equal installments over a period of twelve (12) months commencing with the first payroll period following the effective date of the Release required by Section 5(e), minus required withholdingsGeneral Release, which severance payments will be made to you on shall include among other provisions, at the Company’s normal payroll cycle;sole discretion, a full release of claims in favor of the Company and its Affiliates substantially similar to the form attached hereto as Appendix A (“Release”). (ii) should you elect to continue your If Executive’s employment is terminated under Paragraph 5(d)(i) and Executive properly executes a Release within 21 days (or 45 days in the case a group health and dental insurance benefits in accordance with the provisions termination) of COBRA following the date of your terminationExecutive receives such Release and does not revoke such Release, the Company shall pay the full premium for such health Executive in addition to any unpaid Salary, unused vacation pay and dental insurance continuation reimbursement of documented accrued and unreimbursed expenses, severance and benefits for a period of twelve (12) months after following Executive’s termination of employment, as follows: (a) Severance shall be made in twelve monthly installments equal to one-twelfth (1/12) of the annual Salary of Executive referenced in Paragraph 2, less applicable taxes and withholdings, at the rate in effect immediately prior to Executive’s termination dateof employment. The first installment shall commence within 60 days following Executive’s termination of employment; provided, however, provided that any (x) if such payments will cease if you voluntarily enroll 60 day period begins in one taxable year and ends in a second taxable year, then any installments that could have been paid in the first taxable year shall be paid in the second taxable year to the extent required by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance issued thereunder; and (y) in no event shall the aggregate amount paid to Executive during the six (6) month period immediately following Executive’s termination of employment exceed two times the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17), for the calendar year of Executive’s termination of employment (the “401(a)(17) limit”). If Executive’s severance pay during the first six (6) month period referenced above is reduced in order to not exceed the 401(a)(17) limit, then the amount of such reduction shall also be paid to Executive in equal monthly payments during the remainder of the twelve (12) month period. The obligations of the Company under this paragraph 5(d)(ii)(a) shall continue until the end of the twelve (12) month period specified herein notwithstanding the death of Executive. To the extent applicable, each installment payment under this Agreement shall be treated as a separate payment for purposes of Code Section 409A; and (b) During the twelve (12) month period following Executive’s termination the Company shall continue Executive’s group health insurance plan offered by another employer coverage for Executive and/or his or entity during her eligible dependents, provided that such coverage shall terminate in the period event that Executive (i) becomes eligible for comparable health coverage in which the Company is paying such premiums. You agree connection with other employment, (ii) fails to immediately notify the Company in writing of any such enrollment. (iii) notwithstanding the terms of any stock option grants and/or restricted stock awards, the vesting of such equity awards will automatically accelerate such that, in addition to any vesting acceleration earned by you pursuant to Section 3(e) or 3(f) of this Agreement prior to the effective date of such termination, effective on the date of such termination you will be deemed vested as if you had remained employed by the Company for an additional period of twenty four (24) months as of the date of termination and all restricted stock held by you that would otherwise vest as if you had been employed by the Company for an additional twenty four (24) months as of the date of termination shall automatically and immediately vest and no longer be subject to forfeiture or a right to repurchase by the Company as of the date of termination.timely

Termination by the Company Other than for Cause. If, during the term of this Agreement, but under circumstances not described in paragraph 8, above, the Executive's employment is terminated by the Company for reasons other than "Cause" (as hereinafter defined), then, provided Executive executes the Standard Severance Agreement and Release then in general use by ESCO for this purpose, the Executive shall receive the following : (1) The Company shall have continue to pay the right Executive his base salary at the rate in effect at the date of such termination of employment for 12 months following such termination ("Severance Period"). (2) As a supplement to terminate your employment hereunder at any time other than for Cause. In the event of a termination by Company pursuant to this paragraph, you shall be entitled to receive payment of the Accrued Obligations and the following severance pay and related benefits: (i) Executive's base salary rate under subparagraph a, above, the Company will shall also pay you severance pay in the amount Executive his PCP Percentage (as hereinafter defined) for 12 months following such termination. For this purpose, his PCP Percentage shall be no less than his annual percentage (of (Abase salary) your then-current annual Base Salary plus (B) under the higher of (i) your Bonus for the year Company's Performance Compensation Plan in which the termination occurs or (ii) Executive participates, for the average percentage of your Base Salary paid to you as Bonus in the two last fiscal years year prior to the termination date, in each case pro-rated termination. (3) Upon proper application by the number of days you were employed in the calendar year Executive and payment of the termination, provided however, that if employee portion of the termination date occurs during the first year of employmentpremium, the pro-rated amount of the Bonus, if any, Company shall be determined in the sole discretion of the Board or the Compensation Committee (A and B, collectively are the “Severance Pay”). Your Severance Pay shall be paid in equal installments over a period of twelve (12) months commencing with the first payroll period following the effective date of the Release required by Section 5(e), minus required withholdings, which severance payments will be made to you on the Company’s normal payroll cycle; (ii) should you elect to continue your group health and dental insurance benefits furnish Executive medical continuation in accordance with the provisions Consolidated Omnibus Budget Reconciliation Act of COBRA following 1985, as amended ("COBRA"); provided that during the period of his eligibility the Executive will pay only the rate which active employees pay for similar coverage for up to 6 months. (4) The Company shall continue to provide the Executive the financial planning services which the Company was providing at the date of your such termination, until the federal income tax filing deadline for the Executive's taxable year following the taxable year during which such termination occurs. (5) The Executive's life insurance and long term disability benefits will terminate in accordance with the plans or policies in effect at the time of such termination of employment. (6) All outstanding stock options shall become fully vested and exercisable, and all earned awards outstanding under the Company's Performance Share Plan shall be considered vested and shall be paid out and/or distributed upon such termination, subject to and in accordance with the terms of the plan(s). (7) If the Executive is not fully vested in his accrued benefit under the ESCO Electronics Corporation Retirement Plan ("Retirement Plan") the Company shall pay the full premium for such health and dental insurance continuation Executive the lump sum actuarial equivalent of his accrued benefit under the Retirement Plan, calculated using the same actuarial assumptions as are used in calculating whether small lump sum benefits for a period of twelve (12) months after become payable under the termination date; provided, however, that any such payments will cease if you voluntarily enroll in a health insurance plan offered by another employer or entity during the period in which the Company is paying such premiums. You agree to immediately notify the Company in writing of any such enrollmentRetirement Plan. (iii) notwithstanding the terms of any stock option grants and/or restricted stock awards, the vesting of such equity awards will automatically accelerate such that, in addition 8) The Company shall make available executive outplacement assistance which it determines to any vesting acceleration earned by you pursuant to Section 3(e) or 3(f) of this Agreement prior to the effective date of such termination, effective on the date of such termination you will be deemed vested as if you had remained employed by the Company appropriate for an additional period of twenty four (24) months as of the date of termination and all restricted stock held by you that would otherwise vest as if you had been employed by the Company for an additional twenty four (24) months as of the date of termination shall automatically and immediately vest and no longer be subject to forfeiture or a right to repurchase by the Company as of the date of terminationExecutive.

Termination by the Company Other than for Cause. If, during the term of this Agreement, but under circumstances not described in paragraph 10, above, the Executive's employment is terminated by the Company for reasons other than "Cause" (as hereinafter defined), then, provided Executive executes the Standard Severance Agreement and Release then in general use by ESCO for this purpose, the Executive shall receive the following: 1. The Company shall have continue to pay the right Executive his base salary at the rate in effect at the date of such termination of employment for 36 months following such termination ("Severance Period"). 2. As a supplement to terminate your employment hereunder at any time other than for Cause. In the event of a termination by Company pursuant to this paragraph, you shall be entitled to receive payment of the Accrued Obligations and the following severance pay and related benefits: (i) Executive's base salary rate under subparagraph 1, above, the Company will shall also pay you severance pay in the amount Executive his Average PCP Percentage (as hereinafter defined) for 36 months following such termination. For this purpose, his Average PCP Percentage shall be his average annual percentage (of (Abase salary) your then-current annual Base Salary plus (B) under the higher of (i) your Bonus Company's Performance Compensation Plan for the five consecutive fiscal years immediately preceding the fiscal year in which the termination occurs or (ii) disregarding the average percentage highest and lowest percentage). 3. At the time of your Base Salary paid to you as Bonus in the two fiscal years prior to the such termination date, in each case pro-rated by the number of days you were employed in the calendar year of the termination, provided however, that if the termination date occurs during the first year of employment, the pro-rated amount of the Bonus, if any, shall be determined in the sole discretion of the Board or the Compensation Committee (A and B, collectively are the “Severance Pay”). Your Severance Pay shall be paid in equal installments over a period of twelve (12) months commencing with the first payroll period following the effective date of the Release required by Section 5(e), minus required withholdings, which severance payments will be made to you on the Company’s normal payroll cycle; (ii) should you elect to continue your group health and dental insurance benefits in accordance with the provisions of COBRA following the date of your termination, the Company shall pay the full premium for Executive the lump sum actuarial equivalent of a supplemental retirement benefit equal to the difference between (a) the amounts which would have been payable under any tax-qualified defined benefit retirement plan (and any non-qualified supplement to such health and dental insurance continuation benefits for a period plan) of twelve ESCO's applicable to the Executive (12) months after the termination date; provided, however, that any such payments will cease if you voluntarily enroll in a health insurance plan offered by another employer or entity during the period in which the Company is paying such premiums. You agree to immediately notify the Company in writing of any such enrollment. (iii) notwithstanding the terms of any stock option grants and/or restricted stock awardscollectively, the vesting of such equity awards will automatically accelerate such that, in addition to any vesting acceleration earned by you pursuant to Section 3(e"Retirement Plan") or 3(f) of this Agreement prior to the effective date of such termination, effective on the date of such termination you will be deemed vested as if you he had remained employed by the Company at his Base Salary and Average PCP rate for an additional three years after the Date of Separation and (b) the amounts actually payable under the Retirement Plan. 4. If the Executive is eligible for participation in the Company's retiree medical plan, he shall participate therein in accordance with its terms; otherwise upon proper application by Executive and payment of the employee portion of the premium, the Company shall furnish Executive medical continuation in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"); provided that during the period of twenty four (24) months as of his eligibility the Executive will pay only the rate which active employees pay for similar coverage for up to 18 months. 5. The Company shall continue to provide the Executive the financial planning services which the Company was providing at the date of such termination, until the federal income tax filing deadline for the Executive's third taxable year following the taxable year during which such termination occurs. 6. The Executive's life insurance and long term disability benefits will terminate in accordance with the plans or policies in effect at the time of such termination of employment. 7. The Executive shall have the right to convert any split dollar life insurance policy on his life which is in effect at the date of such termination into an individual policy with the Executive as the sole owner of such policy, except that the Company shall be entitled to repayment of all restricted stock held by you that would otherwise vest as if you had been employed premiums paid by the Company on such policy. 8. The Company shall continue to pay the Executive's club membership dues and related fees (which it is paying at the time of such termination) for an additional twenty four (24) 36 months as following such termination, or until the Executive's death, if he dies during such 36 month period. 9. The Company shall continue to lease for the benefit of the Executive the automobile which is it leasing at the date of such termination, for 36 months following such termination shall automatically and immediately vest and no longer be subject to forfeiture or a right to repurchase by until the Executive's death if he dies during such 36 month period. Upon the expiration of such 36 month period, if the Executive is still alive, the Company as shall purchase such automobile and transfer all right, title and interest in it to the Executive. 10. All outstanding stock options shall become fully vested and exercisable, all restricted shares shall become fully vested, and all awards outstanding under the Company's Performance Share Plan shall be considered fully earned and vested and shall be paid out and/or distributed upon such termination, in accordance with the terms of the plan(s). 11. The Company agrees to provide the Executive with Directors and Officers liability coverage during the Severance Period, and for five years thereafter, for covered actions through the date of terminationExecutive's separation from service subject to the insurance carrier's approval of such coverage.

Termination by the Company Other than for Cause. The Company shall have the right to terminate your employment hereunder at any time other than for Cause. In the event of a termination by Company pursuant to this paragraph, you shall be entitled to receive payment of the Accrued Obligations and the following severance pay and related benefits: (i) the Company will pay you severance pay in the amount of (A) your then-current annual Base Salary plus (B) the higher of (i) your Bonus for the year in which the termination occurs or (ii) the average percentage of your Base Salary paid to you as Bonus in the two fiscal years prior to the termination date, in each case pro-rated pro -rated by the number of days you were employed in the calendar year of the termination, provided however, that if the termination date occurs during the first year of employment, the pro-rated amount of the Bonus, if any, shall be determined in the sole discretion of the Board or the Compensation Committee (A and B, collectively are the “Severance Pay”). Your Severance Pay shall be paid in equal installments over a period of twelve (12) months commencing with the first payroll period following the effective date of the Release required by Section 5(e), minus required withholdings, which severance payments will be made to you on the Company’s normal payroll cycle; (ii) should you elect to continue your group health and dental insurance benefits in accordance with the provisions of COBRA following the date of your termination, the Company shall pay the full premium for such health and dental insurance continuation benefits for a period of twelve (12) months after the termination date; provided, however, that any such payments will cease if you voluntarily enroll in a health insurance plan offered by another employer or entity during the period in which the Company is paying such premiums. You agree to immediately notify the Company in writing of any such enrollment. (iii) notwithstanding the terms of any stock option grants and/or restricted stock awards, the vesting of such equity awards all options to purchase Company stock held by you will automatically accelerate such that, in addition to any vesting acceleration earned by you pursuant to Section 3(e) or 3(f) of this Agreement prior to the effective date of such termination, effective on the date of such termination you will be deemed vested in shares subject to all equity awards except for any Undetermined Performance Based Options as if you had remained employed by the Company for an additional period of twenty four (24) months as of the date of termination and all restricted stock held by you that would otherwise vest as if you had been employed by the Company for an additional twenty four (24) months as of the date of termination shall automatically and immediately vest and no longer be subject to forfeiture or a right to repurchase by the Company as of the date of termination. The Board or the Compensation Committee shall determine which portion, if any of the Undermined Performance Based Options to treat as Determined Performance Based Options for purposes of this subparagraph (iii) using the following guidelines: (A) if the termination date occurs following the second annual anniversary of your employment with the Company, the amount of then Undetermined Performance Based Options to be treated as Determined Performance Based options shall be not less than the average percentage of Performance Based Options which became Determined Performance Based Options in the prior two years as described in Section 3(e); or (B) if the termination date occurs prior to the second annual anniversary of your employment with the Company and/ or if no Performance Based Options have been “Determined” as of your termination date, the Board, in its sole discretion and based on your performance up to the termination date, shall determine what percentage, if any, of the Performance Based Options shall be deemed Determined Performance Based Options. For purposes of the foregoing provisions “Determined Performance Based Options” are Performance Based Options for which the Board or Compensation Committee has determined that the applicable performance goals have been achieved.

Termination by the Company Other than for Cause. a. The Company shall have may terminate the right to terminate your Executive's employment hereunder other than for Cause at any time other than for Causeupon notice to the Executive. In the event of such termination, and provided that no benefits are payable to the Executive under a separate severance agreement or an executive severance plan as a result of such termination by Company pursuant to this paragraphor under Section 5b. below, you then the Executive shall be entitled to receive a severance payment of the Accrued Obligations and the following severance pay and related benefits: Fifty Thousand Dollars (i$50,000) the Company will pay you severance pay in the amount of (A) your then-current annual Base Salary plus (B) the higher of (i) your Bonus for the year in which the termination occurs or (ii) the average percentage of your Base Salary paid to you as Bonus in the two fiscal years prior to the termination date, in each case pro-rated by the number of days you were employed in the calendar year of the termination, provided however, that if the termination date occurs during the first year of employment, the pro-rated amount of the Bonus, if any, shall be determined in the sole discretion of the Board or the Compensation Committee (A and B, collectively are the “Severance Pay”). Your Severance Pay shall be paid in equal installments over a period of twelve three (123) months commencing with the first payroll period following the effective date of termination (the "Severance Period") payable in equal monthly installments. For the duration of the Severance Period, the Company shall continue to contribute to the premium cost of the Executive's participation in the Company's group medical and dental insurance plans in the same amount that it contributes for its active full-time employees, provided that the Executive is entitled to continue such participation under applicable law and plan terms and provided the Executive pays the remainder of the premium cost by authorized payroll deduction. b. If a Change of Control of the Company, as defined in Section 10 below, occurs and the Executive's employment hereunder is terminated other than for Cause upon or at any time after such Change of Control, an amount of One Hundred Thousand Dollars ($100,000) shall become immediately due and payable to the Executive on the date of the Release required by Executive's termination as a lump sum severance payment in lieu of any amounts payable under Section 5(e5a. above. Further, for a period of six (6) months following any such termination under this Section 5b. (the "Benefits Period"), minus required withholdings, which severance payments will be made to you on the Company’s normal payroll cycle; (ii) should you elect to Company shall continue your the Executive's participation in its group health and dental insurance benefits plans and shall continue to contribute to the premium cost of such participation in accordance with the provisions same amount as it did prior to the Executive's termination. If the Company does not survive such Change of COBRA following the date of your terminationControl, the Company shall pay use its best efforts to ensure the full premium Executive's participation for the duration of the Benefits Period in commensurate plans maintained by the successor entity in such health Change of Control and dental insurance continuation benefits shall provide for a period of twelve (12) months after the termination date; provided, however, that any such payments will cease if you voluntarily enroll in a health insurance plan offered by another employer or entity during contribution to the period in which the Company is paying such premiums. You agree to immediately notify the Company in writing of any such enrollment. (iii) notwithstanding the terms of any stock option grants and/or restricted stock awards, the vesting cost of such equity awards will automatically accelerate such that, participation in addition to any vesting acceleration earned by you pursuant to Section 3(e) or 3(f) of this Agreement prior to the effective date same amount as it would have under Company plans for the remainder of such termination, effective on the date of such termination you will be deemed vested as if you had remained employed by the Company for an additional period of twenty four (24) months as of the date of termination and all restricted stock held by you that would otherwise vest as if you had been employed by the Company for an additional twenty four (24) months as of the date of termination shall automatically and immediately vest and no longer be subject to forfeiture or a right to repurchase by the Company as of the date of terminationBenefits Period.

Termination by the Company Other than for Cause. The Company shall have the right Any payments to terminate your employment hereunder at any time other than for Cause. In the event be made or benefits to be provided under this Section 4(c) are conditioned on (x) Executive’s execution of a general release and/or termination by Company pursuant agreement satisfactory to this paragraphthe Company, you shall be entitled to receive payment of the Accrued Obligations and the following severance pay and related benefits:(y) such general release and/or termination agreement becoming effective. (i) If Executive’s employment with the Company will is involuntarily terminated by the Company other than for Cause then the Company shall pay you severance pay in or provide Executive with the amount following as of the date of termination: (A) your any Accrued Benefits, to be paid or provided on the date Executive’s employment is terminated; (B) the Prorated Bonus; provided, however, that at the time of the termination of Executive’s employment, Executive is on pace to achieve the performance milestones necessary to be eligible for such bonus, and provided further that such Prorated Bonus is paid no later than March 15 of the year following the year in which Executive’s employment is terminated; (C) a severance amount equal to twelve (12) months of the Executive’s then-current annual Base Salary plus Salary, payable in two (B2) equal monthly payments, commencing on the date Executive’s employment is terminated; (D) the higher right to participate in the Performance Bonus plan until such plan expires; (E) All shares of unvested stock options shall immediately become vested; (iF) your Bonus for the year in which the termination occurs All shares of unvested restricted stock awards, RSUs, Options, Warrants or Shares shall immediately become vested; (iiG) the average percentage of your Base Salary paid right to you as Bonus continue Executive’s participation in the two fiscal years prior to the termination date, in each case pro-rated by the number of days you were employed in the calendar year of the termination, provided however, that if the termination date occurs during the first year of employment, the pro-rated amount of the Bonus, if any, shall be determined in the sole discretion of the Board or the Compensation Committee (A and B, collectively are the “Severance Pay”). Your Severance Pay shall be paid in equal installments over a period of twelve (12) months commencing with the first payroll period following the effective date of the Release required by Section 5(e), minus required withholdings, which severance payments will be made to you on the Company’s normal payroll cycle; (ii) should you elect health benefit plans to continue your group health and dental insurance benefits in accordance with the provisions of COBRA following the date of your terminationextent that he is then a participant therein, the Company shall pay the full premium for such health and dental insurance continuation benefits at no additional cost to Executive other than he would have incurred as an employee, for a period of twelve (12) months starting with the first calendar month after the termination datesuch date of termination; provided, however, that any Company shall pay the full premium for COBRA continuation coverage under its health plans for Executive (and, if applicable, Executive’s dependents enrolled as participants in such payments will cease if you voluntarily enroll in a health insurance plan offered by another employer or entity during the period in which the Company is paying such premiums. You agree to immediately notify the Company in writing of any such enrollment. (iii) notwithstanding the terms of any stock option grants and/or restricted stock awards, the vesting of such equity awards will automatically accelerate such that, in addition to any vesting acceleration earned by you pursuant to Section 3(e) or 3(f) of this Agreement prior to the effective date of such termination, effective on the date of such termination you will be deemed vested as if you had remained employed by the Company for an additional period of twenty four (24) months as of the date of termination and all restricted stock held by you that would otherwise vest as if you had been employed by the Company for an additional twenty four (24) months as of the date of termination shall automatically and immediately vest and no longer be subject to forfeiture or a right to repurchase by the Company plans as of the date of termination) for such twelve-month period. In the event Executive obtains other employment during the twelve-month period in this clause (D), pursuant to which he becomes covered for substantially similar or improved benefits, the right to continue to participate in any health benefit plan, at the Company’s expense, offered or provided by the Company shall immediately cease; and (H) reasonable outplacement services at a level commensurate with Executive’s position, including use of an executive office, for a period of ninety (90) days commencing on Executive’s date of termination but in no event extending beyond the date on which Executive commences other full time employment.

Termination by the Company Other than for Cause. (i) The Company may terminate this Agreement and Executive’s employment other than for Cause immediately upon oral, written or other notice to Executive at the Company’s sole discretion, and in such event, the Company shall have provide severance benefits to Executive in accordance with and subject to Paragraph 5(d) (ii) below. Executive acknowledges and agrees that such severance benefits constitute the right to terminate your exclusive remedy of Executive upon such a termination of employment hereunder at any time other than for Cause. In the event Notwithstanding any other provision of this Agreement, as a termination by Company pursuant condition to this paragraphreceiving such severance benefits, you Executive shall be entitled to receive payment of the Accrued Obligations execute a Confidential Severance Agreement and the following severance pay Full and related benefits: (i) the Company will pay you severance pay in the amount of (A) your then-current annual Base Salary plus (B) the higher of (i) your Bonus for the year in which the termination occurs or (ii) the average percentage of your Base Salary paid to you as Bonus in the two fiscal years prior to the termination date, in each case pro-rated by the number of days you were employed in the calendar year of the termination, provided however, that if the termination date occurs during the first year of employment, the pro-rated amount of the Bonus, if any, shall be determined in the sole discretion of the Board or the Compensation Committee (A and B, collectively are the “Severance Pay”). Your Severance Pay shall be paid in equal installments over a period of twelve (12) months commencing with the first payroll period following the effective date of the Release required by Section 5(e), minus required withholdingsGeneral Release, which severance payments will be made to you on shall include among other provisions, at the Company’s normal payroll cycle;sole discretion, a full release of claims in favor of the Company and its Affiliates substantially similar to the form attached hereto as Appendix A (“Release”). (ii) should you elect to continue your group health If Executive’s employment is terminated under Paragraph 5(d) (i) and dental insurance benefits in accordance with the provisions of COBRA following the date of your terminationExecutive properly executes a Release, the Company shall pay the full premium for such health Executive in addition to any unpaid Salary, unused vacation pay and dental insurance continuation reimbursement of documented accrued and unreimbursed expenses, severance and benefits for a period of twelve (12) months after following Executive’s execution of the Release and the expiration of any applicable revocation period with respect to Executive’s execution of such Release, as follows: (a) During the first six (6) months following Executive’s termination dateof employment, the Company shall pay to Executive a monthly amount equal to one-twelfth (1/12) of the annual Salary of Executive referenced in Paragraph 2, less applicable taxes and withholdings, at the rate in effect immediately prior to Executive’s termination of employment, provided that in no event shall the aggregate amount paid during such initial six (6) months exceed two times the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (“Code”), for the calendar year of Executive’s termination of employment (the “401(a)(17) limit”). During the remaining period of the twelve (12) month period, the Company shall pay to Executive a monthly amount equal to one-twelfth (1/12) of the annual Salary of Executive referenced in Paragraph 2, less applicable taxes and withholdings, at the rate in effect immediately prior to Executive’s termination of employment; provided, howeverthat if Executive’s severance pay during the first six (6) month period referenced above is reduced in order to not exceed the 401(a)(17) limit, that any then the amount of such reduction shall also be paid to Executive in equal monthly payments will cease if you voluntarily enroll in a during the remainder of the twelve (12) month period. The obligations of the Company under this paragraph 5(d)(ii)(a) shall continue until the end of the twelve (12) month period specified herein notwithstanding the death of Executive; and (b) During the twelve (12) month period following Executive’s termination the Company shall continue Executive’s group health insurance plan offered by another employer coverage for Executive and/or his or entity during her eligible dependents, provided that such coverage shall terminate in the period event that Executive (i) becomes eligible for comparable health coverage in which connection with other employment, (ii) fails to timely elect to continue such coverage for himself or herself and/or his or her eligible dependents pursuant to the Company is paying such premiums. You agree to immediately notify the Company in writing Consolidated Omnibus Budget Reconciliation Act of any such enrollment. 1985 (“COBRA”), (iii) notwithstanding fails to meet the terms of eligibility requirements under the applicable plan for any stock option grants and/or restricted stock awardssuch coverage, (iv) fails to timely pay the vesting cost of such equity awards will automatically accelerate such that, in addition to any vesting acceleration earned by you pursuant to Section 3(e) or 3(f) of this Agreement prior to coverage at the effective date of such termination, effective on the date of such termination you will be deemed vested as if you had remained employed by the Company for an additional period of twenty four (24) months as of the date of termination and all restricted stock held by you rate that would otherwise vest as if you had been employed by the Company for be charged to an additional twenty four active employee with similar coverage, or (24) months as of the date of termination shall automatically and immediately vest and no longer be subject to forfeiture or a right to repurchase by the Company as of the date of termination.v)

Termination by the Company Other than for Cause. The (i) If, during the Employment Period, the Executive's employment shall be terminated by reason of the Executive's death, Disability, Terminal Illness or by the Company without Cause, this Agreement shall have terminate (other than with respect to the right restrictions set forth in Section 6) without further obligation on the part of the Company to terminate your employment hereunder at any time the Executive's legal representatives, or the Executive's legal representatives to the Company, under this Agreement, other than for Cause. In the event payment by the Company of a termination by Company pursuant to this paragraph, you shall be entitled to receive payment of the Accrued Obligations (and the following severance pay and related benefits:timely payment or provision by the Company of Other Benefits) as follows. (i1) the Company will pay you severance pay product of (x) the Minimum Annual Compensation amount set forth on EXHIBIT A and (y) a fraction, the numerator of which is the number of days in the amount of (A) your then-current annual Base Salary plus (B) the higher of (i) your Bonus for the fiscal year in which the termination Date of Termination occurs or through the Date of Termination, and the denominator of which is 365, less (ii2) the average percentage amount of your Annual Base Salary paid to you as and Annual Bonus in the two for such fiscal years prior year to the termination date, in each case pro-rated by extent previously paid (provided such difference shall not be less than 0); and B. the amount equal to the product of (1) the number of days you were employed in months and portions thereof from the calendar year Date of Termination until the third anniversary of the termination, provided however, that if the termination date occurs during the first year of employment, the pro-rated amount Effective Date of the BonusMerger, if anydivided by twelve and (2) the Minimum Annual Compensation amount set forth on Exhibit A (the sum of the amounts described in clauses (A) and (B), shall be determined in hereinafter referred to as the sole discretion of the Board or the Compensation Committee (A and B, collectively are the “Severance Pay”"ACCRUED OBLIGATIONS"). Your Severance Pay Accrued Obligations shall be paid (x) in equal installments over the event of death, to the Executive's estate or beneficiary, as applicable, in a period of twelve (12) months commencing with the first payroll period following the effective date lump sum in cash within 30 days of the Release required Date of Termination, and (y) in the event of Disability or Terminal Illness, to the Executive in a lump sum in cash within 30 days of the Date of Termination. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable pursuant to this Section 5(e)5(a) and, minus required withholdings, which severance payments will such amounts shall not be made to you on reduced whether or not the Company’s normal payroll cycle;Executive obtains other employment. (ii) should you elect In addition, to continue your group health and dental insurance benefits in accordance with the provisions extent not paid or provided as of COBRA following the date Date of your terminationTermination, the Company shall timely pay or provide to the full premium for such health and dental insurance continuation Executive any other amounts or benefits for a period of twelve (12) months after the termination date; provided, however, that any such payments will cease if you voluntarily enroll in a health insurance plan offered by another employer required to be paid or entity during the period in provided or which the Company Executive is paying such premiums. You agree eligible to immediately notify receive under any plan, program, policy or practice or contract or agreement of the Company in writing and its affiliated companies through the Date of any Termination (such enrollmentother amounts and benefits shall be hereinafter referred to as the "OTHER BENEFITS"). (iii) notwithstanding the terms of any stock option grants and/or restricted stock awards, the vesting of such equity awards will automatically accelerate such that, in addition to any vesting acceleration earned by you pursuant to Section 3(e) or 3(f) of this Agreement prior to the effective date of such termination, effective on the date of such termination you will be deemed vested as if you had remained employed by the Company for an additional period of twenty four (24) months as of the date of termination and all restricted stock held by you that would otherwise vest as if you had been employed by the Company for an additional twenty four (24) months as of the date of termination shall automatically and immediately vest and no longer be subject to forfeiture or a right to repurchase by the Company as of the date of termination.

Termination by the Company Other than for Cause. The Company shall have the right to terminate your employment hereunder at any time other than for Cause. In the event the Company terminates this Agreement and the Executive’s employment hereunder for any reason other than as provided in Sections 4.1, 4.2, 4.3 or 4.7 hereof, such termination shall not constitute a breach of this Agreement. Upon the occurrence of such termination, and provided that the Executive executes and returns a termination by timely and effective Release, the Company pursuant will provide the Executive the following: (a) For twenty-four (24) months immediately following the date of termination, the Company will provide the Executive monthly severance pay equal to this paragraphone-twelfth of the Base Salary; provided, you however, that during months 13 through 24 thereof, the Company shall be entitled to receive payment of the Accrued Obligations and the following reduce such severance pay by the amount of any earnings and related benefits:benefits to which the Executive is entitled from other employment during that twelve month period. The Executive agrees to provide the Company monthly during the second year of severance pay hereunder sufficient information concerning his earnings and benefits from other employment for the Company to determine its obligations to him hereunder. (b) The Company will pay the Executive (i) an amount equal to the Annual Bonus paid to him for the Fiscal Year preceding that in which termination occurs, payable in twelve approximately equal monthly installments with his severance pay or, if greater, (ii) a Pro-Rated Annual Bonus, payable in a single lump sum at the time annual bonuses are paid to Company executives generally under its executive incentive plan. (c) The Company will pay or reimburse the premium cost for participation by the Executive and his eligible dependents in its group health and dental plans (as in effect for current Company executives) under the federal law known as COBRA) for the earliest of (i) the Company will pay you severance pay expiration of twenty-four (24) months immediately following the date of termination, (ii) until the date the Executive becomes eligible for participation in the amount health and/or dental plan of a new employer or (Aiii) your until the date the Executive is no longer eligible for continuation of participation under COBRA. In the event, however, that the termination of the Executive’s eligibility under COBRA is the earliest to occur, then-current annual Base Salary plus (B) , until the higher earlier to occur of the dates set forth in clause (i) your Bonus for the year in which the termination occurs or and clause (ii) above, Company either will arrange for the average percentage Executive and his eligible dependents to continue participation in its group health and dental plans and pay the premium cost of your Base Salary paid that participation or, if the Company determines that it is unable to you as Bonus in arrange such participation, the two fiscal years prior to Company will reimburse the termination date, in each case pro-rated Executive for the reasonable premium cost of comparable coverage obtained by the number of days you were employed in Executive for himself and his eligible dependents. The Executive agrees to provide promptly information sufficient for the calendar year of the termination, provided however, that if the termination date occurs Company to determine its obligations hereunder. (d) The Company will reimburse Uninsured Medical Expenses during the first year of employment, the pro-rated amount of the Bonus, if any, shall be determined in the sole discretion of the Board or the Compensation Committee (A and B, collectively are the “Severance Pay”). Your Severance Pay shall be paid in equal installments over a period of twelve (12) months commencing immediately following the date of termination or, if less, for so long as the Executive is entitled to payments under paragraph (c) directly above. (e) The Company will continue the Car Allowance and its reimbursement of his car operating expenses and will continue to reimburse the annual dues of one country club membership during the twelve (12) months immediately following the date of termination (f) During the twenty-four (24) months immediately following the date of termination, the Company will continue the Executive’s participation in its group life insurance plan with the first payroll period same coverage in effect immediately prior to the date of termination or, if the Company determines that such participation is not available, it will pay the premium cost of an individual term life insurance policy with a face amount equal to his coverage under the group life insurance plan immediately prior to termination, provided that the Executive is insurable at normal rates. The Executive agrees to cooperate with the Company in obtaining such individual term life insurance, including without limitation submission to any physical examinations required by the insurer. Notwithstanding anything to the contrary contained in this Section 4.5, however, no payments or reimbursements shall be due hereunder until five (5) business days following the later of the effective date of the Release required by Section 5(e), minus required withholdings, which severance payments will be made to you on the Company’s normal payroll cycle; (ii) should you elect to continue your group health and dental insurance benefits in accordance with the provisions of COBRA following or the date of your terminationthe Release, the Company shall pay the full premium for such health and dental insurance continuation benefits for a period of twelve (12) months after the termination date; provided, however, that any such payments will cease if you voluntarily enroll in a health insurance plan offered by another employer or entity during the period in which the Company is paying such premiums. You agree to immediately notify the Company in writing of any such enrollment. (iii) notwithstanding the terms of any stock option grants and/or restricted stock awards, the vesting of such equity awards will automatically accelerate such that, in addition to any vesting acceleration earned by you pursuant to Section 3(e) or 3(f) of this Agreement prior to the effective date of such termination, effective on the date of such termination you will be deemed vested as if you had remained employed signed by the Company for an additional period of twenty four (24) months as Executive, is received by the Chairman of the date of termination and all restricted stock held by you that would otherwise vest as if you had been employed by the Company for an additional twenty four (24) months as of the date of termination shall automatically and immediately vest and no longer be subject to forfeiture or a right to repurchase by the Company as of the date of terminationBoard.