Common use of Termination by the Company without Cause or by Employee for Good Reason Clause in Contracts

Termination by the Company without Cause or by Employee for Good Reason. If Employee’s employment by the Company ceases due to a termination by the Company without Cause (as defined above) or a resignation by Employee for Good Reason (as defined below), the Company shall: (1) pay to Employee all accrued and unpaid Base Salary through the date of such cessation of employment at the time such Base Salary would otherwise be paid according to the Company’s usual payroll practices; (2) to the extent then unpaid, pay to Employee the annual Bonus (if any) with respect to the fiscal year ended immediately prior to the cessation of Employee’s employment, which such Bonus shall be paid at the time such Bonus would have otherwise been paid absent Employee’s cessation of employment; (3) pay to Employee, (a) in the event Employee’s employment by the Company ceases due to a termination by the Company without Cause or by Employee for Good Reason other than during the Change in Control Protection Period (as defined below), monthly severance payments equal to one-twelfth of the sum of (i) Employee’s then current Base Salary, and (ii) an amount equal to the Target Bonus for the fiscal year during which Employee’s employment by the Company ceases, which severance payments shall be paid for the duration of the Severance Period (as defined below) in accordance with the Company’s usual payroll practices; or (b) in the event Employee’s employment by the Company ceases due to a termination by the Company without Cause or by Employee for Good Reason during the Change in Control Protection Period, a severance payment amount equal to (i) the sum of the Employee’s then current Base Salary plus (ii) an amount equal to the Target Bonus for the fiscal year during which Employee’s employment by the Company ceases, in a lump sum payment less all applicable withholding taxes, within seventy-five (75) days following the later of the date of his termination of employment or the Change in Control; (4) cause any outstanding unvested options to purchase shares of stock of the Company previously awarded to Employee to become fully vested as of the date of his termination of employment pursuant to this Section 4(d); and (5) if Employee validly elects to receive continuation coverage under the Company’s group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), reimburse Employee for a portion of the applicable premium payable for such COBRA continuation coverage for the duration of the Severance Period in an amount equal to the employer’s portion of such premiums at the rate in effect on Employee’s termination date; provided, however, that if the Company determines that it cannot continue to provide Employee with such benefit (either pursuant to the terms of the applicable group health plan, as a result of applicable law, or otherwise), the Company shall make supplemental monthly severance payments to Employee in an amount equal to the monthly amount the Company would have otherwise reimbursed to Employee for his participation in such group health plan for the duration of the Severance Period. Except as otherwise provided in this Section 4, all compensation and benefits will cease at the time of the Employee’s cessation of employment and the Company will have no further liability or obligation by reason of such cessation of employment. For purposes of this Agreement:

Termination by the Company without Cause or by Employee for Good Reason. If Employee’s employment by the Company ceases due to a termination hereunder is terminated by the Company without Cause (as defined above) or a resignation by Employee for Good Reason (as defined belowpursuant to the provisions set forth in Section 4(a)(iv), the Company shall: (1) pay to Employee all accrued and unpaid Base Salary through the date of such cessation of employment at the time such Base Salary would otherwise be paid according to the Company’s usual payroll practices; (2) to the extent then unpaid, pay to Employee the annual Bonus (if any) with respect to the fiscal year ended immediately prior to the cessation of Employee’s employment, which such Bonus shall be paid at the time such Bonus would have otherwise been paid absent Employee’s cessation of employment; (3) pay to Employee, (a) in the event Employee’s employment by the Company ceases due to a termination by the Company without Cause or by Employee for Good Reason other than during the Change in Control Protection Period (as defined below), monthly severance payments equal to one-twelfth of the sum of (i) Employee’s then current Base Salary, and (ii) an amount equal to the Target Bonus for the fiscal year during which Employee’s employment by the Company ceases, which severance payments shall be paid for the duration of the Severance Period (as defined below) in accordance with the Company’s usual payroll practices; or (b) in the event Employee’s employment by the Company ceases due to a termination by the Company without Cause or by Employee for Good Reason during the Change in Control Protection Period, a severance payment amount equal to (i) the sum of the Employee’s then current Base Salary plus (ii) an amount equal to the Target Bonus for the fiscal year during which Employee’s employment by the Company ceases, in a lump sum payment less all applicable withholding taxes, within seventy-five (75) days following the later of the date of his termination of employment or the Change in Control; (4) cause any outstanding unvested options to purchase shares of stock of the Company previously awarded to Employee to become fully vested as of the date of his termination of employment pursuant to this Section 4(d); and (5) if Employee validly elects to receive continuation coverage under the Company’s group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”provisions set forth in Section 4(b), reimburse Employee all of Employee’s rights and benefits provided for a portion of the applicable premium payable for such COBRA continuation coverage for the duration of the Severance Period in an amount equal to the employer’s portion this Agreement will terminate as of such premiums at the rate in effect on Employee’s termination date; provided, however, that (i) Employee will be paid Employee’s pro rata Base Salary as earned through the Termination Date, (ii)(A) if Employee’s employment is so terminated within twelve (12) months after the commencement of the Employment Period, extended health benefits shall continue at the Company’s expense for a period of eighteen (18) months after the Termination Date, and (B) if Employee’s employment is so terminated more than twelve (12) months after the commencement of the Employment Period, such extended health benefits shall continue at the Company’s expense for a period of twelve (12) months following the Termination Date, (iii) Employee shall be entitled to receive any earned and unpaid Annual Bonus for any full calendar year of the Company determines that it cannot continue to provide Employee with such benefit (either pursuant ended prior to the terms Termination Date (in the amount theretofore awarded by the Board) on the date that such Annual Bonus would have otherwise been payable, and (iv)(A) if Employee’s employment is so terminated within twelve (12) months after the commencement of the applicable group health plan, as a result of applicable law, or otherwise)Employment Period, the Company shall make supplemental monthly pay Employee severance payments equal to Seven Hundred Fifty Thousand Dollars ($750,000.00), and (B) if Employee’s employment is so terminated more than twelve (12) months after the commencement of the Employment Period, the Company shall pay Employee in severance equal to the sum of (x) an amount equal to the monthly amount the Company would have otherwise reimbursed Annual Bonus paid to Employee for his participation in such group health plan for the duration full calendar year of the Severance PeriodCompany ending immediately prior to the Termination Date and (y) twelve (12) months Base Salary (as determined on the Termination Date). Except as otherwise The severance pay provided for in this Section 4, all compensation and benefits 5(d)(iv) will cease at be paid in installments in accordance with the time of the EmployeeCompany’s cessation of employment and the Company will have no further liability or obligation by reason of such cessation of employment. For purposes of this Agreement:normal payroll practices.

Termination by the Company without Cause or by Employee for Good Reason. If If, during the Term, the Company terminates Employee’s employment by other than for Cause or the Company ceases due to a termination by the Company without Cause (as defined above) occurrence of Employee’s death or a resignation by Disability or Employee terminates Employee’s employment for Good Reason Reason, Employee shall be entitled to continue to receive (as defined below), the Company shall: (1i) pay to Employee all accrued and unpaid Base Salary through the date of such cessation of employment at the time such Base Salary would otherwise be paid according to the Company’s usual payroll practices; (2) to the extent then unpaid, pay to Employee the annual any Bonus (if anyearned) with respect relating to a fiscal year which was completed before the effectiveness of such termination (payable as set forth in Section 3(b)), (ii) any Bonus relating to the fiscal year ended immediately prior during the date of effectiveness of such termination, to the cessation of Employee’s employmentextent earned, which such Bonus shall be paid at payable in a lump sum following the time such Bonus would have otherwise been paid absent Employee’s cessation of employment; (3) pay to Employee, (a) in the event Employee’s employment by the Company ceases due to a termination by the Company without Cause or by Employee for Good Reason other than during the Change in Control Protection Period (as defined below), monthly severance payments equal to one-twelfth completion and filing of the sum Company’s annual audited financial statements in respect of (i) Employee’s then current Base Salary, and (ii) an amount equal to the Target Bonus for the such fiscal year during which Employee’s employment by the Company ceases, which severance payments shall be paid for the duration of the Severance Period (as defined below) in accordance with the Company’s usual payroll practices; or Bonus payment policies under its annual bonus plans or incentive compensation programs, and (b) in the event Employee’s employment by the Company ceases due to a termination by the Company without Cause or by Employee for Good Reason during the Change in Control Protection Period, a severance payment amount equal to (i) the sum of the Employee’s then current Base Salary plus (iiiii) an amount equal to the Target Bonus for the fiscal year during which Employee’s employment by the Company ceases, in a lump sum payment less all applicable withholding taxes, Base Salary commencing within seventy-five sixty (7560) days following the later of the date of his such termination of employment for Good Reason or termination other than for Cause, due to Employee’s death or due to Disability and continuing for twelve (12) months after the Change in Control; (4) cause any outstanding unvested options to purchase shares of stock of the Company previously awarded to Employee to become fully vested as of the effective date of his termination of employment pursuant (the “Post Employment Payment Period”) payable in substantially equal consecutive installment payments which correspond to this Section 4(d); and (5) if Employee validly elects to receive continuation coverage under the Company’s group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), reimburse Employee for a portion of the applicable premium payable for such COBRA continuation coverage for the duration of the Severance Period in an amount equal to the employer’s portion of such premiums at the rate in effect on Employee’s termination dateregular payroll periods; provided, however, that if such sixty (60) day period begins in one calendar year and ends in the Company determines next calendar year, Employee shall not have the right to designate the calendar year of commencement of installment payments; and provided further that it cannot continue to provide Employee with the first such benefit (either pursuant to the terms of the applicable group health plan, as a result of applicable law, or otherwise), the Company payment shall make supplemental monthly severance payments to Employee be in an amount equal to the monthly total amount which Employee would otherwise have been entitled during the period following the effective date of termination through such payment commencement date if delay had not been required by the foregoing provision or by the amount of time Employee properly takes to review and execute the General Release (as defined below) and the revocation period relating to the General Release, as applicable. Notwithstanding the foregoing, the Company’s obligations to make such payments of such Bonus or Base Salary are conditioned upon (x) Employee’s execution and delivery to the Company would of a general release of all claims relating to Employee’s employment and termination from employment (the “General Release”) in a form provided by the Company (which General Release shall not affect any rights Employee may have otherwise reimbursed under COBRA or under any vested award previously issued to Employee for his participation by the Company under any Company benefit plan) and the executed and delivered General Release is not revoked during the applicable revocation period, and (y) Employee not otherwise breaching Employee’s obligations under this Agreement (including, without limitation, the Covenants). Employee understands that if the conditions set forth in such group health plan for the duration preceding sentence are not met, Employee shall not be entitled to a Bonus or any payments of Base Salary relating to periods of time following the effective date of the Severance Period. Except as otherwise provided in termination of Employee’s employment under this Section 4, all compensation and benefits will cease at the time of the Employee’s cessation of employment and the 6(c) or otherwise. The Company will shall have no further liability obligations to Employee under this Agreement. Notwithstanding any other provision in this Agreement to the contrary, by notice to Employee during the Post-Employment Payment Period, the Company may, to the extent compliant with Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) or obligation an exception thereto, elect to continue to pay Employee’s Base Salary for any additional period ending no later than the second anniversary of the effectiveness of termination of Employee’s employment hereunder by reason of such cessation of employmentthe Company without Cause or if Employee terminates Employee’s employment for Good Reason (“Continuing Payment Period”). For purposes the avoidance of doubt, Employee shall not be entitled to any payments or benefits under this Section 6(c) in the event of non-renewal of the Term of this Agreement:, including any termination of Employee’s employment upon or following such non-renewal.

Termination by the Company without Cause or by Employee for Good Reason. If Employee’s employment by the Company ceases due to a termination by the Company without Cause (as defined above) or a resignation by Employee for Good Reason (as defined below), the Company shall: (1) pay to Employee all accrued and unpaid Base Salary through the date of such cessation of employment at the time such Base Salary would otherwise be paid according to the Company’s usual payroll practices; (2) to the extent then unpaid, pay to Employee the annual Bonus (if any) with respect to the fiscal year ended immediately prior to the cessation of Employee’s employment, which such Bonus shall be paid at the time such Bonus would have otherwise been paid absent Employee’s cessation of employment; (3) pay to Employee, (a) in the event Employee’s employment by the Company ceases due to a termination by the Company without Cause or by Employee for Good Reason other than during the Change in Control Protection Period (as defined below), monthly severance payments equal to one-twelfth of the sum of (i) Employee’s then current Base Salary, and (ii) an amount equal to the Target Bonus for the fiscal year during which Employee’s employment by the Company ceases, which severance payments shall be paid for the duration of the Severance Period (as defined below) in accordance with the Company’s usual payroll practices; or (b) in the event Employee’s employment by the Company ceases due to a termination by the Company without Cause or by Employee for Good Reason during the Change in Control Protection Period, a severance payment amount equal to (i) the sum of the Employee’s then current Base Salary plus (ii) an amount equal to the Target Bonus for the fiscal year during which Employee’s employment by the Company ceases, in a lump sum payment less all applicable withholding taxes, within seventy-five (75) days following the later of the date of his termination of employment or the Change in Control; (4) cause any outstanding unvested options to purchase shares of stock of the Company previously awarded to Employee to become fully vested as of the date of his termination of employment pursuant to this Section 4(d); and (5) if Employee validly elects to receive continuation coverage under the Company’s group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), reimburse Employee for a portion of the applicable premium payable for such COBRA continuation coverage for the duration of the Severance Period in an amount equal to the employer’s portion of such premiums at the rate in effect on Employee’s termination date; provided, however, that if the Company determines that it cannot continue to provide Employee with such benefit (either pursuant to the terms of the applicable group health plan, as a result of applicable law, or otherwise), the Company shall make supplemental monthly severance payments to Employee in an amount equal to the monthly amount the Company would have otherwise reimbursed to Employee for his participation in such group health plan for the shorter of the duration of the Severance Period. Except as otherwise provided in this Section 4, all compensation and benefits will cease at the time of the Employee’s cessation of employment and the Company will have no further liability or obligation by reason of such cessation of employment. For purposes of this Agreement:

Termination by the Company without Cause or by Employee for Good Reason. If (A) In the event that Employee’s employment by the Company ceases due to a termination by the Company without Cause (as defined above) or a resignation by Employee for Good Reason (as defined below), the Company shall: (1) pay to Employee all accrued and unpaid Base Salary through the date of such cessation of employment at the time such Base Salary would otherwise be paid according to the Company’s usual payroll practices; (2) to the extent then unpaid, pay to Employee the annual Bonus (if any) with respect to the fiscal year ended immediately prior to the cessation of Employee’s employment, which such Bonus shall be paid at the time such Bonus would have otherwise been paid absent Employee’s cessation of employment; (3) pay to Employee, (a) in the event Employee’s employment by the Company ceases due to a termination hereunder is terminated by the Company without Cause or by Employee for Good Reason other than during Reason, the Change in Control Protection Period (as defined below), monthly severance payments equal Company shall pay the following amounts to one-twelfth of the sum of Employee: (i) Employee’s then current Any accrued but unpaid Base Salary, and Salary (as determined pursuant to Section 3(a) hereof) for services rendered to the date of termination. (ii) an amount equal Any accrued but unpaid expenses required to be reimbursed pursuant to Section 4(a) hereof. (iii) Base Salary for a period of twelve (12) months from the Target Bonus for date of termination. (iv) A pro rata share, based on such period of the fiscal year during in which Employee was employed, of the Annual Bonus to which Employee would have been entitled had Employee remained employed by the Company through the end of the then current fiscal year (as determined pursuant to Section 3(b) hereof); provided, however, that Employee shall be entitled to the entire Annual Bonus to which Employee would have been entitled had Employee remained employed by the Company through the end of the then current fiscal year if, at the time of termination of Employee’s employment pursuant to this Section 6(c), Employee was employed by the Company ceases, which severance payments for at least the first six (6) months of such fiscal year. Such amount shall be paid for as soon as reasonably practicable following the duration calculation thereof at the end of the Severance Period (as defined below) in accordance with the Company’s usual payroll practices; orsuch fiscal year. (bB) Notwithstanding the foregoing, the Company shall have no obligation to make any further payments pursuant to Section 6(c)(A)(iii) or 6(c)(A)(iv) hereof in the event that Employee breaches any of his obligations set forth in Section 7 hereof. (C) Except as otherwise specifically provided herein, in the event Employee’s employment by the Company ceases due to a termination by the Company without Cause or by Employee for Good Reason during the Change in Control Protection Period, a severance payment amount equal to (i) the sum of the Employee’s then current Base Salary plus (ii) an amount equal to the Target Bonus for the fiscal year during which Employee’s employment by the Company ceases, in a lump sum payment less all applicable withholding taxes, within seventy-five (75) days following the later of the date of his termination of employment or the Change in Control; (4) cause any outstanding unvested options to purchase shares of stock of the Company previously awarded to Employee to become fully vested as of the date of his termination of employment is terminated pursuant to this Section 4(d6(c); and (5) if , the benefits to which Employee validly elects to receive continuation coverage under the Company’s group health plan may be entitled upon such termination pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)plans, reimburse Employee for a portion of the applicable premium payable for such COBRA continuation coverage for the duration of the Severance Period programs and arrangements referred to in an amount equal to the employer’s portion of such premiums at the rate Section 4(b) hereof shall be determined and paid in effect on Employee’s termination date; provided, however, that if the Company determines that it cannot continue to provide Employee accordance with such benefit (either pursuant to the terms of the applicable group health plansuch plans, as a result of applicable law, or otherwise), the Company shall make supplemental monthly severance payments to Employee in an amount equal to the monthly amount the Company would have otherwise reimbursed to Employee for his participation in such group health plan for the duration of the Severance Period. Except as otherwise provided in this Section 4, all compensation programs and benefits will cease at the time of the Employee’s cessation of employment and the Company will have no further liability or obligation by reason of such cessation of employment. For purposes of this Agreement:arrangements.

Termination by the Company without Cause or by Employee for Good Reason. If (A) In the event that Employee’s employment hereunder is terminated by the Company ceases due to a termination by the Company without Cause (as defined above) or a resignation by Employee for Good Reason (as defined below), the Company shall: (1) pay to Employee all accrued and unpaid Base Salary through the date of such cessation of employment at the time such Base Salary would otherwise be paid according to the Company’s usual payroll practices; (2) to the extent then unpaid, pay to Employee the annual Bonus (if any) with respect to the fiscal year ended immediately prior to the cessation of Employee’s employment, which such Bonus shall be paid at the time such Bonus would have otherwise been paid absent Employee’s cessation of employment; (3) pay to Employee, (a) in the event Employee’s employment by the Company ceases due to a termination by the Company Board without Cause or by Employee for Good Reason other than during Reason, the Change in Control Protection Period (as defined below), monthly severance payments equal Company shall pay the following amounts to one-twelfth of the sum of Employee: (i) Employee’s then current Any accrued but unpaid Base Salary, and Salary (as determined pursuant to Section 3(a) hereof) for services rendered to the date of termination. (ii) an amount equal Any accrued but unpaid expenses required to be reimbursed pursuant to Section 4(a) hereof. (iii) Base Salary then in effect for the Target Bonus remainder of the Term following such termination date had such termination not occurred, as well as health and medical benefits for the lesser of (x) twelve (12) months or (y) the remainder of the Term following such termination date had such termination not occurred. (iv) A pro rata share, based on such period of the fiscal year during in which Employee was employed, of the Annual Bonus to which Employee would have been entitled had Employee remained employed by the Company through the end of the then current fiscal year (as determined pursuant to Section 3(b) hereof); provided, however, that Employee shall be entitled to the entire Annual Bonus to which Employee would have been entitled had Employee remained employed by the Company through the end of the then current fiscal year if, at the time of termination of Employee’s employment pursuant to this Section 6(c), Employee was employed by the Company ceases, which severance payments for at least the first six (6) months of such fiscal year. Such amount shall be paid for as soon as reasonably practicable following the duration calculation thereof at the end of the Severance Period (as defined below) in accordance with the Company’s usual payroll practices; orsuch fiscal year. (bB) Notwithstanding the foregoing, the Company shall have no obligation to make any further payments pursuant to Section 6(c)(A)(iii) or 6(c)(A)(iv) hereof in the event that Employee breaches any of his obligations set forth in Section 7 hereof. (C) Except as otherwise specifically provided herein, in the event Employee’s employment by the Company ceases due to a termination by the Company without Cause or by Employee for Good Reason during the Change in Control Protection Period, a severance payment amount equal to (i) the sum of the Employee’s then current Base Salary plus (ii) an amount equal to the Target Bonus for the fiscal year during which Employee’s employment by the Company ceases, in a lump sum payment less all applicable withholding taxes, within seventy-five (75) days following the later of the date of his termination of employment or the Change in Control; (4) cause any outstanding unvested options to purchase shares of stock of the Company previously awarded to Employee to become fully vested as of the date of his termination of employment is terminated pursuant to this Section 4(d6(c); and (5) if , the benefits to which Employee validly elects to receive continuation coverage under the Company’s group health plan may be entitled upon such termination pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)plans, reimburse Employee for a portion of the applicable premium payable for such COBRA continuation coverage for the duration of the Severance Period programs and arrangements referred to in an amount equal to the employer’s portion of such premiums at the rate Section 4(b) hereof shall be determined and paid in effect on Employee’s termination date; provided, however, that if the Company determines that it cannot continue to provide Employee accordance with such benefit (either pursuant to the terms of the applicable group health plansuch plans, as a result of applicable law, or otherwise), the Company shall make supplemental monthly severance payments to Employee in an amount equal to the monthly amount the Company would have otherwise reimbursed to Employee for his participation in such group health plan for the duration of the Severance Period. Except as otherwise provided in this Section 4, all compensation programs and benefits will cease at the time of the Employee’s cessation of employment and the Company will have no further liability or obligation by reason of such cessation of employment. For purposes of this Agreement:arrangements.

Termination by the Company without Cause or by Employee for Good Reason. If Employee’s employment by the Company ceases due to a termination hereunder may be terminated at any time by the Company without Cause (as defined except for disability or death, which shall be covered by Sections 2.01 and 2.02 above) or a resignation by written notice to Employee and Employee may terminate Employee’s employment with the Company for Good Reason Reason. In the event of any such termination of employment, (as defined below), a) the Company shall: (1) shall immediately pay to Employee (i) an amount equal to all Base Salary and other benefits earned and accrued and unpaid Base Salary customarily paid under the Company’s standard policies (but specifically excluding any rights under Section 1.04 hereof, the entitlement to which shall be governed by such Section) through and including the date of termination (and reimbursement for any expenses incurred through and including the date of such cessation of employment at the time such Base Salary would otherwise be paid according to the Company’s usual payroll practices; (2termination) to the extent then unpaid, pay to Employee the annual Bonus (if any) with respect to the fiscal year ended immediately prior to the cessation of Employee’s employment, which such Bonus shall be paid at the time such Bonus would have otherwise been paid absent Employee’s cessation of employment; (3) pay to Employee, (a) in the event Employee’s employment by the Company ceases due to a termination by the Company without Cause or by Employee for Good Reason other than during the Change in Control Protection Period (as defined below), monthly severance payments equal to one-twelfth of the sum of (i) Employee’s then current Base Salary, and (ii) an amount equal to the Target Bonus for the fiscal year during which product of (x) Employee’s employment by the Company ceases, which severance payments shall be paid for the duration of the Severance Period (as defined below) in accordance with the Company’s usual payroll practices; or (b) in the event Employee’s employment by the Company ceases due to a termination by the Company without Cause or by Employee for Good Reason during the Change in Control Protection Period, a severance payment amount equal to (i) the sum of the Employee’s then current Base Salary plus (ii) an amount equal to the Target most recently determined Bonus for the fiscal year during which Employee’s employment by the Company ceases, in a lump sum payment less all applicable withholding taxes, within seventy-five (75) days following the later of the date of his termination of employment or the Change in Control; (4) cause any outstanding unvested options to purchase shares of stock of the Company previously awarded to Employee to become fully vested Allotted Share as of the date of his termination multiplied by (y) $15,000,000 minus (A) the aggregate amount paid by the Buyer under Section 3.1.1 of the Purchase Agreement plus (B) the aggregate amount of Bonus Pools previously paid by the Company pursuant to Section 1.04. The obligations of Employee under Article IV hereof shall continue notwithstanding termination of Employee’s employment pursuant to this Section 4(d); and (5) 2.04, but only if Employee validly elects to receive continuation coverage under the Company’s group health plan pursuant and to the Consolidated Omnibus Budget Reconciliation Act of 1985 extent the Company (“COBRA”), reimburse 1) notifies Employee for a portion within sixty days of the applicable premium payable for such COBRA continuation coverage for date of termination that the duration of Company irrevocably commits to make the Severance Period Subject Payments and to provide the health-related benefits described in clause (3) below and (2) pays the Employee an amount equal to his then current Base Salary for and throughout the employer’s portion balance of such premiums at the rate in effect on period that would have remained if the Term had Employee’s termination date; providedemployment hereunder not been so terminated, however, that if no less frequently than Employee was paid Base Salary while working for the Company determines (the “Subject Payments”) and (3) for the period that it canwould have remained in the Term had Employee’s employment hereunder not continue to provide be so terminated, provides Employee with such continuing coverage under the health insurance benefit (either pursuant to the terms of the applicable group health plan, as a result of applicable law, or otherwise), the Company shall make supplemental monthly severance payments to plans and programs Employee in an amount equal to the monthly amount the Company would have otherwise reimbursed to Employee for his participation in such group health plan for the duration of the Severance Period. Except as otherwise provided in this Section 4, all compensation and benefits will cease was receiving at the time of the Employee’s cessation of employment and the Company will have no further liability or obligation by reason of such cessation termination of employment. For purposes If termination pursuant to this Section 2.04 occurs at a time when Employee or Xxxxx Xxxxxxx is President of this Agreement:the Company, the decision to pay the compensation and extend the health benefits described in the preceding sentence shall be made only by the board of directors of the Company or its designee.

Termination by the Company without Cause or by Employee for Good Reason. If Employee’s employment by the Company ceases due to a termination by the Company without Cause (as defined above) or a resignation by Employee for Good Reason (as defined below)Reason, the Company shall: (1i) pay to Employee all accrued and the balance of his accrued, but unpaid Base Salary Salary, unreimbursed expenses, and his unused, accrued vacation time through the date of such cessation of employment at the time such Base Salary would otherwise be paid according to the Company’s usual payroll practicestermination date; (2ii) to the extent then approved, accrued and unpaid, pay to Employee the annual Bonus (if any) with respect to the fiscal year ended immediately prior to the cessation of Employee’s employment, which such Bonus shall be paid at the time such Bonus would have otherwise been paid absent Employee’s cessation of employment; (3iii) pay to Employee, (a1) in the event Employee’s employment by the Company ceases due to a termination by the Company without Cause or by Employee for Good Reason other than during the Change in Control Protection Period (as defined below), monthly severance payments equal to one-twelfth of the sum of (iA) Employee’s then current Base Salary, and (iiB) an amount equal to the Target Bonus for the fiscal year during which Employee’s employment by the Company ceases, as determined in good faith by the Compensation Committee, which severance payments shall be paid for the duration of the Severance Period (as defined below) in accordance with the Company’s usual payroll practices, commencing within sixty (60) days following the termination date, subject to the six (6) month delay set forth in Section 17(b) below, and the first payment shall include any unpaid installments from the termination date until the first payment date; or (b2) in the event Employee’s employment by the Company ceases due to a termination by the Company without Cause or by Employee for Good Reason during the Change in Control Protection Period, a severance payment amount equal to (iA) the sum of the Employee’s then current Base Salary plus (iiB) an amount equal to the Target Bonus for the fiscal year during which Employee’s employment by the Company ceases, as determined in good faith by the Compensation Committee, in a lump sum payment less all applicable withholding taxes, within seventy-five sixty (7560) days following the later of termination date; subject to the date of his termination of employment or six (6) month delay set forth in Section 17(b) below, provided that such payment shall be made in installments as set forth in Section 4(e)(iii)(1) above if the Change in ControlControl is not a “change in control event” as defined under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”); (4iv) cause any outstanding unvested options to purchase shares of stock Common Stock of the Company previously awarded to Employee to become fully vested as of the date of his termination of employment pursuant to this Section 4(d4(e); and (5v) if Employee validly elects to receive continuation coverage under the Company’s group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), reimburse Employee for a portion of the applicable premium payable for such COBRA continuation coverage for the duration of the Severance Period in an amount equal to the employer’s portion of such premiums at the rate in effect on Employee’s termination date; provided, however, that if the Company determines that it cannot continue to provide Employee with such benefit (either pursuant to the terms of the applicable group health plan, as a result of applicable law, or otherwise), the Company shall make supplemental monthly severance payments to Employee in an amount equal to the monthly amount the Company would have otherwise reimbursed to Employee for his participation in such group health plan for the duration of the Severance Period. Except as otherwise provided in this Section 4, all compensation and benefits will cease at the time of the Employee’s cessation of employment and the Company will have no further liability or obligation by reason of such cessation of employment. For purposes The payments and benefits set forth in Sections 4(d)(ii) and (iii) and 4(e)(iii), (iv) and (v) shall only be paid if Employee signs and does not revoke a release and waiver of this Agreement:claims in a form approved by the Company.

Termination by the Company without Cause or by Employee for Good Reason. If Employee’s employment by the Company ceases due to a termination by the Company without Cause (as defined above) or a resignation by Employee for Good Reason (as defined below), in each case following the one-year anniversary of the Effective Date, the Company shall: (1i) pay to Employee all accrued and unpaid Base Salary through the date of such cessation of employment at the time such Base Salary would otherwise be paid according to the Company’s usual payroll practices; (2ii) to the extent then unpaid, pay to Employee the annual Bonus (if any) with respect to the fiscal year ended immediately prior to the cessation of Employee’s employment, which such Bonus shall be paid at the time such Bonus would have otherwise been paid absent Employee’s cessation of employment; (3iii) pay to Employee, subject to Employee’s delivery to the Company of a waiver and release of claims agreement in a form acceptable to the Company (the “Release”) that becomes effective and irrevocable in accordance with Section 17(d) (the “Release Requirement”) and ​ Employee’s continued compliance with the restrictive covenants in Sections 5, 6 and 7 in this Agreement, (aA) in the event Employee’s employment by the Company ceases due to a termination by the Company without Cause or by Employee for Good Reason other than during the Change in Control Protection Period (as defined below) (and, for the avoidance of doubt, following the one-year anniversary of the Effective Date), monthly severance payments equal to one-twelfth of the sum of (ix) Employee’s then current Base Salary, and (iiy) an amount equal to the Target Bonus for the fiscal year during which Employee’s employment by the Company ceases, which severance payments shall be paid for the duration of the Severance Period (as defined below) in accordance with the Company’s usual payroll practices; or (bB) in the event Employee’s employment by the Company ceases due to a termination by the Company without Cause or by Employee for Good Reason during the Change in Control Protection PeriodPeriod (and, for the avoidance of doubt, following the one-year anniversary of the Effective Date), a severance payment amount equal to (i) the sum of (x) the Employee’s then current Base Salary plus (iiy) an amount equal to the Target Bonus for the fiscal year during which Employee’s employment by the Company ceases, in a lump sum payment less all applicable withholding taxes, within seventy-five (75) days following the later of the date of his termination of employment or the Change in Control; (4iv) subject to the Release Requirement and Employee’s continued compliance with the restrictive covenants in Sections 5, 6 and 7 in this Agreement, cause any outstanding unvested options to purchase shares of stock of the Company previously awarded to Employee to become fully vested as of the date of his termination of employment pursuant to this Section 4(d); and (v) subject to the Release Requirement and Employee’s continued compliance with the restrictive covenants in Sections 5) , 6 and 7 in this Agreement, if Employee validly elects to receive continuation coverage under the Company’s group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), reimburse Employee for a portion of the applicable premium payable for such COBRA continuation coverage for the duration of the Severance Period in an amount equal to the employer’s portion of such premiums at the rate in effect on Employee’s termination date; provided, however, that if the Company determines that it cannot continue to provide Employee with such benefit (either pursuant to the terms of the applicable group health plan, as a result of applicable law, or otherwise), the Company shall make supplemental monthly severance payments to Employee in an amount equal to the monthly amount the Company would have otherwise reimbursed to Employee for his participation in such group health plan for the duration of the Severance Period. Except as otherwise provided in this Section 4, all compensation and benefits will cease at the time of the Employee’s cessation of employment and the Company will have no further liability or obligation by reason of such cessation of employment. For purposes of this Agreement:

Termination by the Company without Cause or by Employee for Good Reason. If (A) In the event that Employee’s employment by the Company ceases due to a termination by the Company without Cause (as defined above) or a resignation by Employee for Good Reason (as defined below), the Company shall: (1) pay to Employee all accrued and unpaid Base Salary through the date of such cessation of employment at the time such Base Salary would otherwise be paid according to the Company’s usual payroll practices; (2) to the extent then unpaid, pay to Employee the annual Bonus (if any) with respect to the fiscal year ended immediately prior to the cessation of Employee’s employment, which such Bonus shall be paid at the time such Bonus would have otherwise been paid absent Employee’s cessation of employment; (3) pay to Employee, (a) in the event Employee’s employment by the Company ceases due to a termination hereunder is terminated by the Company without Cause or by Employee for Good Reason other than during Reason, the Change in Control Protection Period (as defined below), monthly severance payments equal Company shall pay the following amounts to one-twelfth of the sum of Employee: (i) Employee’s then current Any accrued but unpaid Base Salary, and Salary (as determined pursuant to Section 3(a) hereof) for services rendered to the date of termination. (ii) an amount equal Any accrued but unpaid expenses required to be reimbursed pursuant to Section 4(a) hereof. (iii) Base Salary then in effect for the Target Bonus remainder of the Term following such termination date had such termination not occurred, as well as health and medical benefits for the lesser of (x) twelve (12) months or (y) the remainder of the Term following such termination date had such termination not occurred. (iv) A pro rata share, based on such period of the fiscal year during in which Employee was employed, of the Annual Bonus to which Employee would have been entitled had Employee remained employed by the Company through the end of the then current fiscal year (as determined pursuant to Section 3(b) hereof); provided, however, that Employee shall be entitled to the entire Annual Bonus to which Employee would have been entitled had Employee remained employed by the Company through the end of the then current fiscal year if, at the time of termination of Employee’s employment pursuant to this Section 6(c), Employee was employed by the Company ceases, which severance payments for at least the first six (6) months of such fiscal year. Such amount shall be paid for as soon as reasonably practicable following the duration calculation thereof at the end of the Severance Period (as defined below) in accordance with the Company’s usual payroll practices; orsuch fiscal year. (bB) Notwithstanding the foregoing, the Company shall have no obligation to make any further payments pursuant to Section 6(c)(A)(iii) or 6(c)(A)(iv) hereof in the event that Employee breaches any of his obligations set forth in Section 7 hereof. (C) Except as otherwise specifically provided herein, in the event Employee’s employment by the Company ceases due to a termination by the Company without Cause or by Employee for Good Reason during the Change in Control Protection Period, a severance payment amount equal to (i) the sum of the Employee’s then current Base Salary plus (ii) an amount equal to the Target Bonus for the fiscal year during which Employee’s employment by the Company ceases, in a lump sum payment less all applicable withholding taxes, within seventy-five (75) days following the later of the date of his termination of employment or the Change in Control; (4) cause any outstanding unvested options to purchase shares of stock of the Company previously awarded to Employee to become fully vested as of the date of his termination of employment is terminated pursuant to this Section 4(d6(c); and (5) if , the benefits to which Employee validly elects to receive continuation coverage under the Company’s group health plan may be entitled upon such termination pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)plans, reimburse Employee for a portion of the applicable premium payable for such COBRA continuation coverage for the duration of the Severance Period programs and arrangements referred to in an amount equal to the employer’s portion of such premiums at the rate Section 4(b) hereof shall be determined and paid in effect on Employee’s termination date; provided, however, that if the Company determines that it cannot continue to provide Employee accordance with such benefit (either pursuant to the terms of the applicable group health plansuch plans, as a result of applicable law, or otherwise), the Company shall make supplemental monthly severance payments to Employee in an amount equal to the monthly amount the Company would have otherwise reimbursed to Employee for his participation in such group health plan for the duration of the Severance Period. Except as otherwise provided in this Section 4, all compensation programs and benefits will cease at the time of the Employee’s cessation of employment and the Company will have no further liability or obligation by reason of such cessation of employment. For purposes of this Agreement:arrangements.

Termination by the Company without Cause or by Employee for Good Reason. If (A) In the event that Employee’s employment by the Company ceases due to a termination by the Company without Cause (as defined above) or a resignation by Employee for Good Reason (as defined below), the Company shall: (1) pay to Employee all accrued and unpaid Base Salary through the date of such cessation of employment at the time such Base Salary would otherwise be paid according to the Company’s usual payroll practices; (2) to the extent then unpaid, pay to Employee the annual Bonus (if any) with respect to the fiscal year ended immediately prior to the cessation of Employee’s employment, which such Bonus shall be paid at the time such Bonus would have otherwise been paid absent Employee’s cessation of employment; (3) pay to Employee, (a) in the event Employee’s employment by the Company ceases due to a termination hereunder is terminated by the Company without Cause or by Employee for Good Reason other than during Reason, the Change in Control Protection Period (as defined below), monthly severance payments equal Company shall pay the following amounts to one-twelfth of the sum of Employee: (i) Employee’s then current Any accrued but unpaid Base Salary, and Salary (as determined pursuant to Section 3(a) hereof) for services rendered to the date of termination. (ii) an amount equal Any accrued but unpaid expenses required to be reimbursed pursuant to Section 4(a) hereof. (iii) Base Salary for a period of twelve (12) months from the Target Bonus for date of termination. (iv) A pro rata share, based on such period of the fiscal year during in which Employee was employed, of Annual Bonus to which Employee would have been entitled had Employee remained employed by the Company through the end of the then current fiscal year (as determined pursuant to Section 3(b) hereof); provided, however, that Employee shall be entitled to the entire Annual Bonus to which Employee would have been entitled had Employee remained employed by the Company through the end of the then current fiscal year if, at the time of termination of Employee’s employment pursuant to this Section 6(c), Employee was employed by the Company ceases, which severance payments for at least the first six (6) months of such fiscal year. Such amount shall be paid for as soon as reasonably practicable following the duration calculation thereof at the end of the Severance Period (as defined below) in accordance with the Company’s usual payroll practices; orsuch fiscal year. (bB) Notwithstanding the foregoing, the Company shall have no obligation to make any further payments pursuant to Section 6(c)(A)(iii) or 6(c)(A)(iv) hereof in the event that Employee breaches any of his obligations set forth in Section 7 hereof. (C) Except as otherwise specifically provided herein, in the event Employee’s employment by the Company ceases due to a termination by the Company without Cause or by Employee for Good Reason during the Change in Control Protection Period, a severance payment amount equal to (i) the sum of the Employee’s then current Base Salary plus (ii) an amount equal to the Target Bonus for the fiscal year during which Employee’s employment by the Company ceases, in a lump sum payment less all applicable withholding taxes, within seventy-five (75) days following the later of the date of his termination of employment or the Change in Control; (4) cause any outstanding unvested options to purchase shares of stock of the Company previously awarded to Employee to become fully vested as of the date of his termination of employment is terminated pursuant to this Section 4(d6(c); and (5) if , the benefits to which Employee validly elects to receive continuation coverage under the Company’s group health plan may be entitled upon such termination pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)plans, reimburse Employee for a portion of the applicable premium payable for such COBRA continuation coverage for the duration of the Severance Period programs and arrangements referred to in an amount equal to the employer’s portion of such premiums at the rate Section 4(b) hereof shall be determined and paid in effect on Employee’s termination date; provided, however, that if the Company determines that it cannot continue to provide Employee accordance with such benefit (either pursuant to the terms of the applicable group health plansuch plans, as a result of applicable law, or otherwise), the Company shall make supplemental monthly severance payments to Employee in an amount equal to the monthly amount the Company would have otherwise reimbursed to Employee for his participation in such group health plan for the duration of the Severance Period. Except as otherwise provided in this Section 4, all compensation programs and benefits will cease at the time of the Employee’s cessation of employment and the Company will have no further liability or obligation by reason of such cessation of employment. For purposes of this Agreement:arrangements.

Termination by the Company without Cause or by Employee for Good Reason. If Employee’s employment by the Company ceases due to a termination by the Company without Cause (as defined above) or a resignation by Employee for Good Reason (as defined below), the Company shall: (1i) pay to Employee all accrued and unpaid Base Salary through the date of such cessation of employment at the time such Base Salary would otherwise be paid according to the Company’s usual payroll practices; (2ii) to the extent then unpaid, pay to Employee the annual Bonus (if any) with respect to the fiscal year ended immediately prior to the cessation of Employee’s employment, which such ​ Bonus shall be paid at the time such Bonus would have otherwise been paid absent Employee’s cessation of employment; (3iii) pay to Employee,, subject to Employee’s delivery to the Company of a waiver and release of claims agreement in a form acceptable to the Company (the “Release”) that becomes effective and irrevocable in accordance with Section 17(d) (the “Release Requirement”) and Employee’s continued compliance with the restrictive covenants in Sections 5, 6 and 7 in this Agreement: (aA) in the event Employee’s employment by the Company ceases due to a termination by the Company without Cause or by Employee for Good Reason other than during the Change in Control Protection Period (as defined below), monthly severance payments equal to one-twelfth (1/12) of the sum of (ix) Employee’s then current Base Salary, and (iiy) an amount equal to the Target Bonus for the fiscal year during which Employee’s employment by the Company ceases, which severance payments shall be paid for the duration of the Severance Period (as defined below) in accordance with the Company’s usual payroll practices, commencing within sixty (60) days following the date of termination and any payments that have not been made between the termination date and the date of the first payment will be paid with the first payment; or (bB) in the event Employee’s employment by the Company ceases due to a termination by the Company without Cause or by Employee for Good Reason during the Change in Control Protection Period, a severance payment amount equal to (i) the sum of (x) the Employee’s then current Base Salary plus (iiy) an amount equal to the Target Bonus for the fiscal year during which Employee’s employment by the Company ceases, in a lump sum payment less all applicable withholding taxes, within seventy-five (75) days following the later of the date of his termination of employment or the Change in Controlemployment; (4iv) subject to the Release Requirement and Employee’s continued compliance with the restrictive covenants in Sections 5, 6 and 7 in this Agreement, cause any outstanding unvested options to purchase shares of stock of the Company previously awarded to Employee to become fully vested as of the date of his termination of employment pursuant to this Section 4(d); and (v) subject to the Release Requirement and Employee’s continued compliance with the restrictive covenants in Sections 5) , 6 and 7 in this Agreement, if Employee validly elects to receive continuation coverage under the Company’s group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), reimburse Employee for a portion of the applicable premium payable for such COBRA continuation coverage for the duration of the Severance Period in an amount equal to the employer’s portion of such premiums at the rate in effect on Employee’s termination date; provided, however, that if the Company determines that it cannot continue to provide Employee with such benefit (either pursuant to the terms of the applicable group health plan, as a result of applicable law, or otherwise), the Company shall make supplemental monthly severance payments to Employee in an amount equal to the monthly amount the Company would have otherwise reimbursed to Employee for his participation in such group health plan for the duration of the Severance Period. Except as otherwise provided in this Section 4, all compensation and benefits will cease at the time of the Employee’s cessation of employment and the Company will have no further liability or obligation by reason of such cessation of employment. For purposes of this Agreement:: ​

Termination by the Company without Cause or by Employee for Good Reason. If Employee’s employment by the Company ceases due to a termination by the Company without Cause (as defined above) or a resignation by Employee for Good Reason (as defined below), the Company shall: (1i) pay to Employee all accrued and unpaid Base Salary through the date of such cessation of employment at the time such Base Salary would otherwise be paid according to the Company’s usual payroll practices; (2ii) to the extent then unpaid, pay to Employee the annual Bonus (if any) with respect to the fiscal year ended immediately prior to the cessation of Employee’s employment, which such Bonus shall be paid at the time such Bonus would have otherwise been paid absent Employee’s cessation of employment; (3iii) pay to Employee, subject to Employee’s delivery to the Company of a waiver and release of claims agreement in a form acceptable to the Company (the “Release”) that becomes effective and irrevocable in accordance with Section 17(d) (the “Release Requirement”) and Employee’s continued compliance with the restrictive covenants in Sections 5, 6 and 7 in this Agreement, (aA) in the event Employee’s employment by the Company ceases due to a termination by the Company without Cause or by Employee for Good Reason other than during the Change in Control Protection Period (as defined below), monthly severance payments equal to one-twelfth of the sum of (ix) Employee’s then current Base Salary, and (iiy) an amount equal to the Target Bonus for the fiscal year during which Employee’s employment by the Company ceases, which severance payments shall be paid for the duration of the Severance Period (as defined below) in accordance with the Company’s usual payroll practices; or (bB) in the event Employee’s employment by the Company ceases due to a termination by the Company without Cause or by Employee for Good Reason during the Change in Control Protection Period, a severance payment amount equal to (i) the sum of (x) the Employee’s then current Base Salary plus (iiy) an amount equal to the Target Bonus for the fiscal year during which Employee’s employment by the Company ceases, in a lump sum payment less all applicable withholding taxes, within seventy-five (75) days following the later of the date of his termination of employment or the Change in Control; (4iv) subject to the Release Requirement and Employee’s continued compliance with the restrictive covenants in Sections 5, 6 and 7 in this Agreement, cause any outstanding unvested options to purchase shares of stock of the Company previously awarded to Employee to become fully vested as of the date of his termination of employment pursuant to this Section 4(d); and (v) subject to the Release Requirement and Employee’s continued compliance with the restrictive covenants in Sections 5) , 6 and 7 in this Agreement, if Employee validly elects to receive continuation coverage under the Company’s group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), reimburse Employee for a portion of the applicable premium payable for such COBRA continuation coverage for the duration of the Severance Period in an amount equal to the employer’s portion of such premiums at the rate in effect on Employee’s termination date; provided, however, that if the Company determines that it cannot continue to provide Employee with such benefit (either pursuant to the terms of the applicable group health plan, as a result of applicable law, or otherwise), the Company shall make supplemental monthly severance payments to Employee in an amount equal to the monthly amount the Company would have otherwise reimbursed to Employee for his participation in such group health plan for the duration of the Severance Period. Except as otherwise provided in this Section 4, all compensation and benefits will cease at the time of the Employee’s cessation of employment and the Company will have no further liability or obligation by reason of such cessation of employment. For purposes of this Agreement:

Termination by the Company without Cause or by Employee for Good Reason. If During the Term, the Company may terminate Employee’s employment under this Agreement without Cause upon thirty (30) days prior written notice to Employee, or Employee may terminate his employment for Good Reason. Upon such termination either without Cause, or for Good Reason, provided that Employee executes and does not revoke a waiver and release of claims in a form approved by the Company, a form of which is attached hereto as Appendix A (subject to changes recommended by Company ceases due counsel to a termination by comply with applicable law) (the Company without Cause (as defined above) or a resignation by Employee for Good Reason (as defined below“Release”), the Company shall: (1i) pay to Employee all accrued and unpaid Base Salary through the date of such cessation of employment at the time such Base Salary would otherwise be paid according to the Company’s usual payroll practices; (2) to the extent then unpaid, pay to Employee the annual Bonus (if any) with respect to the fiscal year ended immediately prior to the cessation of Employee’s employment, which such Bonus shall be paid at the time such Bonus would have otherwise been paid absent Employee’s cessation of employment; (3) pay to Employee, (a) in the event Employee’s employment by the Company ceases due to a termination by the Company without Cause or by Employee for Good Reason other than during the Change in Control Protection Period (as defined below), monthly severance payments payment equal to one-twelfth six (6) months’ of the sum of (i) Employee’s then current Base Salary, and (ii) an which amount equal to the Target Bonus for the fiscal year during which Employee’s employment by the Company ceases, which severance payments shall be paid for over the duration of six (6) month period following the Severance Period (as defined below) termination date in accordance with the Company’s usual regular payroll practices; , commencing on the first payroll date following the termination date (or , if the first payroll date is not practicable, on the second payroll date following the termination date), but in any event, within sixty (b60) in days following the event Employee’s employment by termination date, and the Company ceases due to a first payment shall include any unpaid installments from the termination by date until the Company without Cause or by Employee for Good Reason during the Change in Control Protection Period, a severance payment amount equal to (i) the sum date of the Employee’s then current Base Salary plus first payment; and (ii) an amount equal to the Target pay Employee a prorated Bonus (if any) for the fiscal year during in which Employee’s employment termination date occurs, which prorated Bonus shall be determined by multiplying the full year Bonus that would otherwise have been payable to Employee, based upon the achievement of the applicable performance goals, as determined by the Compensation Committee, by a fraction, the numerator of which is the number of days during which Employee was employed by the Company ceasesin the fiscal year in which the termination date occurs and the denominator of which is 365, in a lump sum payment less all applicable withholding taxesand such prorated Bonus, within seventy-five if any, shall be paid at the same time as bonuses are paid to other senior executives of the Company, but not later than sixty (7560) days following after the later end of the fiscal year in which the termination date occurs, and (iii) to the extent unvested at the time of such termination, if the termination occurs on or after the first anniversary of the date of his termination of employment or the Change in Control; (4) cause any outstanding unvested options to purchase shares of stock grant of the Option, the Company previously awarded to Employee shall cause the Option to become fully vested immediately prior to such termination. In addition, regardless of whether Employee executes or revokes the Release, the Company shall pay Employee the balance of his accrued, but unpaid Base Salary, unreimbursed expenses, and his unused, accrued vacation time through the termination date. Except as provided in this Section 4(d), all other compensation and benefits shall cease as of the date of his termination of employment pursuant to this Section 4(d); and (5) if Employee validly elects to receive continuation coverage under the Company’s group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), reimburse Employee for a portion of the applicable premium payable for such COBRA continuation coverage for the duration of the Severance Period in an amount equal to the employer’s portion of such premiums at the rate in effect on Employee’s termination date; provided, however, that if the Company determines that it cannot continue to provide Employee with such benefit (either pursuant to the terms of the applicable group health plan, as a result of applicable law, or otherwise), the Company shall make supplemental monthly severance payments to Employee in an amount equal to the monthly amount the Company would have otherwise reimbursed to Employee for his participation in such group health plan for the duration of the Severance Period. Except as otherwise provided in this Section 4, all compensation and benefits will cease at the time of the Employee’s cessation of employment and the Company will have no further liability or obligation by reason of such cessation termination of employment. For purposes of this Agreement:.

Termination by the Company without Cause or by Employee for Good Reason. If Employee’s employment by the Company ceases due to a termination by the Company without Cause (as defined above) or a resignation by Employee for Good Reason (as defined below), the Company shall: (1i) pay to Employee all accrued and the balance of Employee’s accrued, but unpaid Base Salary Salary, unreimbursed expenses, and unused, accrued vacation time through the date of such cessation of employment at the time such Base Salary would otherwise be paid according to the Company’s usual payroll practicestermination date; (2ii) to the extent then approved, accrued and unpaid, pay to Employee the annual Annual Bonus (if any) with respect to the fiscal year ended immediately prior to the cessation of Employee’s employment, which such Annual Bonus shall be paid at the time such Annual Bonus would have otherwise been paid absent Employee’s cessation of employment; (3iii) pay to Employee, (aA) in the event Employee’s employment by the Company ceases due to a termination by the Company without Cause or by Employee for Good Reason other than during the Change in Control Protection Period (as defined below), monthly severance payments equal to one-twelfth of the sum of (i1) Employee’s then current Base Salary, and plus (ii2) an amount equal to the Target Bonus for the fiscal year during which Employee’s employment by the Company ceases, which severance payments shall be paid for the duration of the Severance Period (as defined below) in accordance with the Company’s usual payroll practices, commencing within 60 days following the termination date, and the first payment shall include any unpaid installments from the termination date until the first payment date; or (bB) in the event Employee’s employment by the Company ceases due to a termination by the Company without Cause or by Employee for Good Reason during the Change in Control Protection Period, a severance payment amount equal to (i) the sum of the one and one-half times (1) Employee’s then current Base Salary plus (ii2) an amount equal to the Target Bonus for the fiscal year during which Employee’s employment by the Company ceases, which severance payment shall be paid in a lump sum payment less all applicable withholding taxes, within seventy-five (75) 60 days following the later of the date of his termination of employment or date; provided that such payment shall be made in installments as set forth in Section 5(d)(iii)(A) above if the Change in ControlControl is not a “change in control event” as defined under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the severance payments hereunder are not exempt from Section 409A of the Code; (4iv) cause any outstanding unvested options to purchase shares of stock of the Company equity awards on Common Stock that vest based on continued service previously awarded to Employee to become fully vested as of the date of his Employee’s termination of employment pursuant to this Section 4(d5(d); and (5v) if provided that Employee validly is eligible for and timely elects to receive continuation coverage under COBRA, the Company will pay on Employee’s behalf the COBRA premiums for continued health care coverage under the Company’s group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 plans for Employee and Employee’s eligible dependents (“COBRACOBRA Payments”), reimburse Employee for a portion of . The Company will pay the applicable premium payable for such COBRA continuation coverage Payments for the duration of the Severance Period in an amount equal to the employer’s portion of such premiums at the rate in effect on period from Employee’s termination date; provided, however, that if date until the Company determines that it cannot continue earliest to provide Employee with such benefit occur of (either pursuant to i) the terms of the applicable group health plan, as a result of applicable law, or otherwise), the Company shall make supplemental monthly severance payments to Employee in an amount equal to the monthly amount the Company would have otherwise reimbursed to Employee for his participation in such group health plan for the duration end of the Severance Period; (ii) the date Employee becomes eligible for group health insurance coverage through a subsequent employer; or (iii) the date Employee ceases to be eligible for COBRA coverage for any reason (each of the events described in (ii) or (iii) in this Section 5(d) shall be referred to herein as a “Disqualifying Event”). Employee is required to notify the Company within five days of becoming aware that a Disqualifying Event has occurred or will occur. The COBRA health care continuation coverage period under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), shall run concurrently with the period during which the Company pays the COBRA Payments. Except as otherwise provided in this Section 45, all compensation and benefits will cease at the time of the Employee’s cessation of employment and the Company will have no further liability or obligation by reason of such cessation of employment. For purposes The payments and benefits set forth in Section 5(d)(iii), (iv) and (v) shall only be paid if Employee signs and does not revoke a release and waiver of claims in a form approved by the Company, and such release becomes effective and irrevocable within 60 days of Employee’s cessation of employment, and Employee continues to comply with Sections 7, 8 and 9 in this Agreement:.

Termination by the Company without Cause or by Employee for Good Reason. If Employee’s employment is terminated by the Company ceases due to a termination by the Company without Cause “Without Cause” (as defined abovein Section 8.7 below) or a resignation by Employee for Good Reason (as defined below), the Company shall: (1) pay to Employee all accrued and unpaid Base Salary through the date of such cessation of employment at the time such Base Salary would otherwise be paid according to the Company’s usual payroll practices; (2) to the extent then unpaid, pay to Employee the annual Bonus (if any) with respect to the fiscal year ended immediately prior to the cessation of Employee’s employment, which such Bonus shall be paid at the time such Bonus would have otherwise been paid absent Employee’s cessation of employment; (3) pay to Employee, (a) in the event Employee’s employment by the Company ceases due to a termination by the Company without Cause or by Employee for “Good Reason other than during the Change in Control Protection Period Reason” (as defined in Section 8.8 below), monthly severance payments equal to one-twelfth of ) and Employee executes a full general release substantially in the sum of (i) Employee’s then current Base Salary, form attached hereto as Exhibit A and (ii) an amount equal to the Target Bonus for the fiscal year during which Employee’s employment provided by the Company ceases, which severance payments shall be paid for (the duration “Release”) within seven (7) days of the Severance Period (as defined below) Employee’s termination and such Release has become effective in accordance with the Company’s usual payroll practices; or (b) in the event Employee’s employment by its terms, returned to the Company ceases due and not been revoked prior to a termination by the 60th day following the Separation Date, then (a) the Company without Cause or by Employee for Good Reason during shall pay to Employee, on the Change in Control Protection Periodfirst payroll date occurring at least 60 days following the Separation Date, a severance payment amount equal to (i) the sum of the Employee’s then current Base Salary plus (ii) an amount equal to the Target Bonus for the fiscal year during which Employee’s employment by the Company ceases, in a lump sum severance payment less all applicable withholding taxes, within seventy-five (75) days following the later of the date of his termination of employment or the Change in Control; (4) cause any outstanding unvested options to purchase shares of stock of the Company previously awarded to Employee to become fully vested as of the date of his termination of employment pursuant to this Section 4(d); and (5) if Employee validly elects to receive continuation coverage under the Company’s group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), reimburse Employee for a portion of the applicable premium payable for such COBRA continuation coverage for the duration of the Severance Period in an amount equal to 12 months of the Base Salary; (b) if such termination occurs before the date that is 12 months following the Commencement Date, Employee shall become fully vested with respect to X/48th of the shares that are subject to the Option, where “X” equals the number of full months that have elapsed following the Commencement Date, effective as of the Separation Date; and (c) provided that Employee and his dependents are eligible to continue participation in the Company’s group health, dental and vision plans following the Separation Date under the federal law commonly known as “COBRA” and elect to do so in a timely manner, the Company shall (unless prohibited by law) continue to contribute, on a monthly basis, to the premium cost of Employee’s participation and that of his eligible dependents in its group health, dental and vision plans (at the same rate as it contributed as of the Separation Date) until the earliest of: (i) the date that is 12 months following the Separation Date, (ii) the date that Employee is eligible to participate in another employer’s portion of such premiums at group health plan, (iii) the rate in effect on Employeedate the Company’s termination date; plan(s) are no longer is subject to COBRA, and (iv) the date Employee is no longer eligible for coverage under COBRA or Company plans, provided, however, that if Employee must, in order to maintain COBRA-coverage and be eligible for such Company contributions, timely pay the remainder of the premium cost directly to the Company determines that it cannot continue to provide Employee with such benefit and must notify the Company immediately if he begins new employment (either pursuant to the terms of the applicable group health plan, as a result of applicable law, or otherwise(a), (b), and (c) together, the Company shall make supplemental monthly severance payments to Employee in an amount equal to the monthly amount the Company would have otherwise reimbursed to Employee for his participation in such group health plan for the duration of the “Severance PeriodBenefits”). Except as otherwise provided in this Section 4, all compensation and benefits will cease at the time of the Employee’s cessation of employment and the The Company will have no further liability or obligation also pay to Employee, within 30 days following the Separation Date, the amount of any unpaid Base Salary, plus any unused, accrued vacation earned by reason of such cessation of employment. For purposes of this Agreement:Employee, through the Separation Date.

Termination by the Company without Cause or by Employee for Good Reason. If Employee’s employment by the Company ceases due to a termination by the Company without Cause (as defined above) or a resignation by Employee for Good Reason (as defined below), in each case following the one (1)-year anniversary of the Effective Date, the Company shall: (1i) pay to Employee all accrued and unpaid Base Salary through the date of such cessation of employment at the time such Base Salary would otherwise be paid according to the Company’s usual payroll practices; (2ii) to the extent then unpaid, pay to Employee the annual Bonus (if any) with respect to the fiscal year ended immediately prior to the cessation of Employee’s employment, which such Bonus shall be paid at the time such Bonus would have otherwise been paid absent Employee’s cessation of employment; (3iii) pay to Employee,, subject to Employee’s delivery to the Company of a waiver and release of claims agreement in a form acceptable to the Company (the “Release”) that becomes effective and irrevocable in accordance with Section 17(d) (the “Release Requirement”) and Employee’s continued compliance with the restrictive covenants in Sections 5, 6 and 7 in this Agreement: (aA) in the event Employee’s employment by the Company ceases due to a termination by the Company without Cause or by Employee for Good Reason other than during the Change in Control Protection Period (as defined below) (and, for the avoidance of doubt, following the one (1)-year anniversary of the Effective Date), monthly severance payments equal to one-twelfth (1/12) of the sum of (ix) Employee’s then current Base Salary, and (iiy) an amount equal to the Target Bonus for the fiscal year during which Employee’s employment by the Company ceases, which severance payments shall be paid for the duration of the Severance Period (as defined below) in accordance with the Company’s usual payroll practices, commencing within sixty (60) days following the date of termination and any payments that have not been made between the termination date and the date of the first payment will be paid with the first payment; oror ​ (bB) in the event Employee’s employment by the Company ceases due to a termination by the Company without Cause or by Employee for Good Reason during the Change in Control Protection PeriodPeriod (and, for the avoidance of doubt, following the one-year anniversary of the Effective Date), a severance payment amount equal to (i) the sum of (x) the Employee’s then current Base Salary plus (iiy) an amount equal to the Target Bonus for the fiscal year during which Employee’s employment by the Company ceases, in a lump sum payment less all applicable withholding taxes, within seventy-five (75) days following the later of the date of his termination of employment or the Change in Controlemployment; (4iv) subject to the Release Requirement and Employee’s continued compliance with the restrictive covenants in Sections 5, 6 and 7 in this Agreement, cause any outstanding unvested options to purchase shares of stock of the Company previously awarded to Employee to become fully vested as of the date of his termination of employment pursuant to this Section 4(d); and (v) subject to the Release Requirement and Employee’s continued compliance with the restrictive covenants in Sections 5) , 6 and 7 in this Agreement, if Employee validly elects to receive continuation coverage under the Company’s group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), reimburse Employee for a portion of the applicable premium payable for such COBRA continuation coverage for the duration of the Severance Period in an amount equal to the employer’s portion of such premiums at the rate in effect on Employee’s termination date; provided, however, that if the Company determines that it cannot continue to provide Employee with such benefit (either pursuant to the terms of the applicable group health plan, as a result of applicable law, or otherwise), the Company shall make supplemental monthly severance payments to Employee in an amount equal to the monthly amount the Company would have otherwise reimbursed to Employee for his participation in such group health plan for the duration of the Severance Period. Except as otherwise provided in this Section 4, all compensation and benefits will cease at the time of the Employee’s cessation of employment and the Company will have no further liability or obligation by reason of such cessation of employment. For purposes of this Agreement: