Common use of Termination by the Company Without Cause or by Executive for Good Reason Clause in Contracts

Termination by the Company Without Cause or by Executive for Good Reason. The Employment Period and the Executive’s employment hereunder may be terminated by the Company without Cause, upon not less than thirty (30) days’ written notice to the Executive, or by the Executive with Good Reason, upon not less than thirty (30) days’ written notice to the Company. The Executive shall be entitled to receive, and the Company shall have no obligation pursuant to this Agreement or otherwise except for, (i) Base Salary through the date of termination in accordance with Section 3(a), (ii) any Annual Performance Bonus earned but not yet paid in accordance with Section 3(b), (iii) any Special Bonus earned but not yet paid in accordance with Section 3(c), (iv) reimbursement for business expenses properly incurred by the Executive in accordance with Section 3(g), (v) payment for accrued but unused vacation, and (vi) subject to (A) the Executive having executed a general release and waiver in a form reasonably satisfactory to the Company and such general release and waiver having become effective, (B) the Executive having resigned from the Board, and (C) the Executive complying with the covenants set forth in Section 4, Base Salary for a severance period commencing upon the date of termination and ending twelve (12) months thereafter (such period, the “Severance Period”) in accordance with Section 3(a). In addition, the Executive shall be entitled to any other rights, benefits or entitlements in accordance with any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of its subsidiaries or affiliates, other than amounts in the nature of severance or termination payments except as provided herein. If the Executive dies during any Severance Period during which he is entitled to benefits pursuant to this Section 5(d), his designated beneficiaries (or his estate in the absence of any surviving designated beneficiary) shall continue to receive the compensation and benefits that the Executive would have otherwise received during the remainder of the Severance Period.

Termination by the Company Without Cause or by Executive for Good Reason. The Employment Period and the Subject to Section 5.0 below, if Executive’s employment hereunder may be and the Employment Term are terminated by the Company without Cause, upon not less than thirty (30) days’ written notice to Cause or if Executive terminates his employment and the Executive, or by the Executive with Employment Term for Good Reason, upon not less the Company shall pay Executive the Accrued Obligations in a single, lump-sum payment in accordance with the regular payroll practices and procedures of the Company but in no event longer than thirty 45 days following such termination (30or on such earlier date required by applicable law) days’ written notice or, in the case of a Cash Incentive Plan payment, according to the Companyterms of such plan but no later than March 15 of the calendar year immediately following the calendar year in which the applicable performance period ended. The In addition, subject to Sections 5.0, 6.0 and 7.0, in the event of such a termination, Executive shall be entitled to receive, and receive the Company shall have no obligation pursuant to this Agreement or otherwise except for, following: (i) an amount equal to the sum of two year’s Base Salary through the date of termination in accordance with Section 3(aand two times Target Bonus (“Severance Payment”), which shall be payable during the two year period immediately following the Termination Date as provided below; (ii) continued vesting of outstanding stock options and stock appreciation rights for a period of two years following the Termination Date, with any Annual Performance Bonus earned but not yet paid in accordance with Section 3(bstock option and stock appreciation right held by Executive immediately prior to such termination that is, or becomes, vested to remain exercisable until the earlier of the second anniversary of the Termination Date and the original expiration date of such stock option or stock appreciation right (as applicable), ; (iii) immediate vesting of any Special Bonus earned but not yet paid in accordance with Section 3(c), restricted stock grants that would have vested during the two-year period immediately following the Termination Date; (iv) reimbursement continued vesting of restricted stock unit grants for business expenses properly incurred by a period of two years following the Executive Termination Date in accordance with Section 3(g), the same manner as if no such termination had occurred; (v) continued vesting of performance stock and performance stock units in the same manner as if no termination of employment had occurred, with payment for accrued calculated based on actual performance but unused vacation, and with vesting to be pro-rated based on the number of days from the start of the performance period through the second anniversary of the Termination Date in relation to the total number of days in the performance period (provided that such pro-ration shall not result in a pro-ration factor greater than 1); (vi) subject to (A) the Executive having executed a general release reimbursement of Executive’s and waiver in a form reasonably satisfactory his eligible dependents’ insurance premiums pursuant to the Company Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) under the Company’s medical, dental and such general release vision plans if Executive and waiver having become effective, (B) the Executive having resigned from the BoardExecutive’s eligible dependents are eligible for, and (C) the Executive complying timely elect, COBRA continuation coverage, with the covenants set forth in Section 4, Base Salary such reimbursements to be provided for a severance period commencing upon of the lesser ​ of 18 months immediately following the Termination Date or the date Executive or such dependent receives similar or comparable coverage from a new employer, a spouse or the employer of termination and ending twelve a spouse; provided, however, that the Company may unilaterally amend this clause (12v) months thereafter (such periodor eliminate the benefit provided hereunder to the extent it deems necessary to avoid the imposition of excise taxes, the “Severance Period”) in accordance with Section 3(a). In addition, the Executive shall be entitled to any other rights, benefits penalties or entitlements in accordance with any applicable plan, policy, program, arrangement of, or other agreement with, similar charges on the Company or any of its subsidiaries or affiliates, including, without limitation, under Code Section 4980D, or to the extent that this provision violates applicable law or non-discrimination rules (Executive understands that such COBRA reimbursement may be treated as taxable, in which case, Executive shall be grossed-up for such taxes in accordance with Section 409A); (vii) 6 monthly payments each in an amount equal to the greater of (x) two (2) times the monthly COBRA insurance premiums as of the Termination Date under the Company’s medical, dental and vision plans and (y) $5,000, in either case as compensation for Executive’s loss of participation in certain of the Company’s employee benefit plans, which shall commence on the first payroll date following the 18-month anniversary of the Termination Date; and (viii) 24 monthly cash payments each in an amount equal to two (2) times the monthly premiums as of the Termination Date for the life insurance and long-term disability insurance coverage under the Company’s life insurance and long-term disability plans covering Executive as of immediately prior to the Termination Date (the “L&D Payments”), which shall be payable during the two year period immediately following the Termination Date as provided below. All payments and benefits under this Section 4.02 (other than amounts in the nature of severance or termination payments except as provided herein. If the Executive dies during any Severance Period during which he is entitled to benefits pursuant to this Section 5(d), his designated beneficiaries (or his estate in the absence of any surviving designated beneficiaryAccrued Obligations) shall continue to receive be conditional on Executive’s timely execution and non-revocation of the compensation Release (as defined in Section 6.0) and benefits that the Executive would have otherwise received during the remainder Executive’s continued compliance with Section 9.0, Section 12.0, Section 13.0, and Section 14.0. Payment of the Severance PeriodPayment and the L&D Payments shall be made in substantially equal installments in accordance with the regular payroll practices and procedures of the Company commencing on the first payroll date occurring after Executive’s Release becomes effective (but not later than sixty (60) days after the Termination Date); provided, however, that the first such payment shall include any installments that would have been made on previous payroll dates but for the requirement that Executive execute a Release. For the avoidance of doubt, a termination of employment pursuant to Section 3.01(a) by notice of non-renewal by the Company for any reason other than Cause, shall be deemed a termination of employment by the Company without Cause for purposes of this Section 4.02 and Section 5, as applicable.

Termination by the Company Without Cause or by Executive for Good Reason. The Employment Period and the If Executive’s employment hereunder may be by the Company is terminated by the Company without Cause, upon not less than thirty (30) days’ written notice to the Executive, Cause or by the Executive with for Good Reason, upon not less than thirty (30then the Company shall pay Executive the Accrued Compensation and, subject to Section 12(d) days’ written notice to the Company. The of this Agreement, Executive shall be entitled to receive, and the Company shall have no obligation pursuant to benefits provided in this Agreement or otherwise except for, Section 7(c). (i) Base Salary through The Company shall pay to Executive any annual cash bonus earned but unpaid in respect of any fiscal year preceding the termination date; (ii) The Company shall, at the time such bonus would otherwise have been paid absent Executive’s termination, pay to Executive an annual cash bonus in respect of the fiscal year in which Executive’s termination date of termination occurs, based on actual achievement for the applicable fiscal year as determined in accordance with Section 3(a), (ii) any Annual Performance Bonus earned but not yet paid in accordance with Section 3(b), the terms of the Company’s bonus program and prorated for the number of days Executive worked for the Company during such year; (iii) The Company shall pay Executive as severance pay, in lieu of any Special Bonus earned but not yet paid other severance compensation under any Company severance plan or policy of general applicability, an amount in accordance with Section 3(c)cash equal to one (1) times (or, if such termination of employment is within 12 months following a Change in Control, two (iv2) reimbursement for business expenses properly incurred by the Executive in accordance with Section 3(g), (v) payment for accrued but unused vacation, and (vi) subject to (Atimes) the Executive having executed a general release and waiver in a form reasonably satisfactory to the Company and such general release and waiver having become effective, (B) the Executive having resigned from the Board, and (C) the Executive complying with the covenants set forth in Section 4, sum of Executive’s Base Salary for a severance period commencing upon the date of and Target Bonus, in each case, as in effect immediately prior to termination and ending twelve without regard to any reduction thereto which constitutes Good Reason. In the event Executive’s termination of employment under this Section 7(c) occurs in anticipation of a Change in Control and the Change in Control is consummated within six (126) months thereafter (such period, the “Severance Period”) in accordance with Section 3(a). In addition, the Executive shall be entitled to any other rights, benefits or entitlements in accordance with any applicable plan, policy, program, arrangement of, or other agreement withthereafter, the Company or any shall, no later than 30 days following the Change in Control, pay Executive an additional amount in cash equal to one (1) times the sum of its subsidiaries or affiliatesExecutive’s Base Salary and Target Bonus. For purposes of this Agreement, other than amounts “Change in Control” shall have the meaning ascribed to such term in the nature of severance or termination payments except as provided herein. If the Executive dies during any Severance Period during which he is entitled to benefits pursuant to this Section 5(d), his designated beneficiaries (or his estate in the absence of any surviving designated beneficiary) shall continue to receive the compensation and benefits that the Executive would have otherwise received during the remainder of the Severance Period.2014 Plan;

Termination by the Company Without Cause or by Executive for Good Reason. The Employment Period and the Executive’s employment hereunder may be terminated by the Company without Cause, upon not less than thirty (30) days’ written notice to the Executive, or by the Executive with Good Reason, upon not less than thirty (30) days’ written notice to the Company. The Executive shall be entitled to receive, and the Company shall have no obligation pursuant to this Agreement or otherwise except for, (i) Base Salary through the date of termination in accordance with Section 3(a), (ii) any Annual Performance Bonus earned but not yet paid in accordance with Section 3(b), (iii) any Special Bonus earned but not yet paid in accordance with Section 3(c), (iv) reimbursement for business expenses properly incurred by the Executive in accordance with Section 3(g), (viv) payment for accrued but unused vacation, and (viv) subject to (A) the Executive having executed a general release and waiver in a form reasonably satisfactory to the Company and such general release and waiver having become effective, (B) the Executive having resigned from the Board, and (C) the Executive complying with the covenants set forth in Section 4, Base Salary for a severance period commencing upon the date of termination and ending twelve eighteen (1218) months thereafter (such period, the “Severance Period”) in accordance with Section 3(a). In addition, the Executive shall be entitled to any other rights, benefits or entitlements in accordance with any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of its subsidiaries or affiliates, other than amounts in the nature of severance or termination payments except as provided herein. If the Executive dies during any Severance Period during which he is entitled to benefits pursuant to this Section 5(d)Section, his designated beneficiaries (or his estate in the absence of any surviving designated beneficiary) shall continue to receive the compensation and benefits that the Executive would have otherwise received during the remainder of the Severance Period.

Termination by the Company Without Cause or by Executive for Good Reason. The Employment Period and the Executive’s employment hereunder may be terminated by the Company without Cause, upon not less than thirty (30) days’ written notice to the Executive, or by the Executive with Good Reason, upon not less than thirty (30) days’ written notice to the Company. The Executive shall be entitled to receive, and the Company shall have no obligation pursuant to this Agreement or otherwise except for, (i) Base Salary through the date of termination in accordance with Section 3(a), (ii) any Annual Performance Bonus earned but not yet paid in accordance with Section 3(b), (iii) any Special Bonus earned but not yet paid in accordance with Section 3(c), (iv) reimbursement for business expenses properly incurred by the Executive in accordance with Section 3(g3(f), (v) payment for accrued but unused vacation, and (vi) subject to (A) the Executive having executed a general release and waiver in a form reasonably satisfactory to the Company and such general release and waiver having become effective, (B) the Executive having resigned from the Board, and (C) the Executive complying with the covenants set forth in Section 4, Base Salary for a severance period commencing upon the date of termination and ending twelve (12) months thereafter (such period, the “Severance Period”) in accordance with Section 3(a). In addition, the Executive shall be entitled to any other rights, benefits or entitlements in accordance with any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of its subsidiaries or affiliates, other than amounts in the nature of severance or termination payments except as provided herein. If the Executive dies during any Severance Period during which he is entitled to benefits pursuant to this Section 5(d), his designated beneficiaries (or his estate in the absence of any surviving designated beneficiary) shall continue to receive the compensation and benefits that the Executive would have otherwise received during the remainder of the Severance Period.

Termination by the Company Without Cause or by Executive for Good Reason. The Employment Period and the If Executive’s employment hereunder may by the Company shall be terminated by the Company without Cause, upon not less than thirty (30) days’ written notice to the Executive, Cause or by the Executive with for Good ReasonReason (other than as provided in Section 8(f)), upon not less than thirty (30then, subject to Section 16(d) days’ written notice to the Company. The hereof, Executive shall be entitled to receivethe benefits provided in this Section 8(c). (1) The Company shall pay to Executive any Accrued Compensation; (2) The Company shall pay to Executive any bonus earned but unpaid in respect of any fiscal year preceding the termination date within sixty (60) days following the termination date; (3) The Company shall pay to Executive in a lump sum within the time period set forth in Section 3(b), a pro rata bonus for the year in which Executive’s employment terminates based on actual performance through the termination date and the number of days Executive was employed during such year; (4) The Company shall have no obligation pursuant pay Executive as severance pay, in lieu of any further compensation (except as provided in this Section 8(c)) for the periods subsequent to this Agreement or otherwise except forthe termination date, an amount in cash, equal to one (i1) times Executive’s then-current Base Salary through Salary, paid in equal installments on the Company’s regular payroll dates during the twelve (12) month period following the date of termination on which Executive executes a release in accordance with Section 3(a), 16(d) hereof (ii) any Annual Performance Bonus earned but not yet paid in accordance with Section 3(b), (iii) any Special Bonus earned but not yet paid in accordance with Section 3(c), (iv) reimbursement for business expenses properly incurred by the Executive in accordance with Section 3(g), (v) payment for accrued but unused vacation, and (vi) subject to (A) the Executive having executed a general release and waiver in a form reasonably satisfactory to the Company and such general release and waiver having become effective, (B) the Executive having resigned from the Board, and (C) the Executive complying with the covenants set forth in Section 4, Base Salary for a severance period commencing upon the date of termination and ending twelve (12) months thereafter (such period, the “Severance Period”); (5) in accordance with Section 3(a). In addition, Each unvested equity award held by Executive at the Executive time of termination shall be entitled to any other rightsgoverned by the terms of the applicable plan and/or award agreement; and (6) If Executive is participating in the Company’s group health insurance plans on the effective date of termination, benefits and Executive timely elects and remains eligible for continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), or, if applicable, state or entitlements in accordance with any applicable plan, policy, program, arrangement of, or other agreement withlocal insurance laws, the Company or any shall pay that portion of its subsidiaries or affiliates, other than amounts in Executive’s premiums that the nature Company was paying prior to the effective date of severance or termination payments except as provided herein. If for the Executive dies during any Severance Period during or for the continuation period for which he Executive is entitled to benefits pursuant to this Section 5(d)eligible, his designated beneficiaries (or his estate in the absence of any surviving designated beneficiary) shall continue to receive the compensation and benefits that the Executive would have otherwise received during the remainder of the Severance Periodwhichever is shorter.

Termination by the Company Without Cause or by Executive for Good Reason. The Employment Period and In the event that Executive’s employment hereunder may be is terminated by the Company without Cause, upon not less Cause (and other than thirty (30due to Executive’s death or disability) days’ written notice to the Executive, or by the Executive with for Good Reason, upon not less than thirty (30) days’ written notice in addition to the Company. The Accrued Obligations, the Company shall, subject to Executive’s compliance with Section 5, 6 and 7 and the execution and timely return by Executive shall be entitled to receiveof a release of claims in substantially the form of Exhibit A hereto (the “Release”), and further subject to the Company shall have no obligation pursuant provisions of Section 10(c), Section 12 and Section 13, pay and/or provide the following amounts to this Agreement or otherwise except for, Executive: (i) Base Salary through the date of termination in accordance with Section 3(a)The Company shall pay Executive, (ii) any Annual Performance Bonus earned but not yet paid in accordance with Section 3(b)as severance, (iii) any Special Bonus earned but not yet paid in accordance with Section 3(c), (iv) reimbursement for business expenses properly incurred by the Executive in accordance with Section 3(g), (v) payment for accrued but unused vacation, and (vi) subject an amount equal to (A) the Executive having executed a general release and waiver in a form reasonably satisfactory to the Company and such general release and waiver having become effective, (B) the Executive having resigned from the Board, and (C) the Executive complying with the covenants set forth in Section 4, Base Salary for a severance period commencing upon the date of termination and ending twelve (12) months thereafter Base Salary. Such severance shall be payable in installments in accordance with regular payroll practices over a period of time equal to the number of months severance is payable (such period, the “Severance Period”) in accordance with Section 3(a). In additionSubject to Section 13, the first installment shall commence on the sixtieth (60th) day following the termination of Executive’s employment, subject to the effectiveness of the Release, and shall include all installment amounts that would have been paid during the first sixty (60) days following the termination of Executive’s employment had installments commenced immediately following the date of termination. (ii) Any bonus earned for the year preceding the year of the date of termination, in the discretion of the Board or a committee thereof, but unpaid as of the date termination, will be paid, subject to Section 13, at the same time as bonuses are paid to other executives of the Company, but in any event no earlier than the date the Release becomes effective. (iii) The Company shall pay Executive an amount equal to a pro-rata portion of any bonus that would have been earned by Executive for the fiscal year in which Executive’s date of termination occurs based on the Company’s year-to-date performance through the date of termination, determined in the discretion of the Board or a committee thereof, which amount shall be payable at such time as Executive’s annual bonus would otherwise have been payable had he not terminated employment, but in no event shall such amount be paid later than the 15th day of the third month following the later of (x) the close of the Company’s fiscal year in which Executive’s date of termination occurs, or (y) the calendar year following the year in which Executive’s date of termination occurs. (iv) Executive shall be entitled deemed to any other rights, benefits or entitlements have an additional six (6) months of vesting service credit for purposes of determining his vested interest in accordance with any applicable plan, policy, program, arrangement of, or other agreement withall stock options granted to Executive that are outstanding as of Executive’s date of termination. (v) Provided that Executive timely elects and is eligible for COBRA coverage, the Company will reimburse Executive on a monthly basis for the cost of such coverage until the earlier of (x) the termination of the Severance Period, (y) the date that Executive becomes covered under another group health plan, or (z) the date that Executive’s COBRA coverage otherwise terminates. The Company may modify its obligation to provide such benefit to the extent reasonably necessary to avoid any penalty or excise taxes imposed on it under the Patient Protection and Affordable Care Act of 2010, as amended, provided that it does so in a manner that, to the extent possible as determined by the Company in its subsidiaries reasonable discretion, preserves the economic benefit and original intent of such benefit but does not cause such a penalty or affiliatesexcise tax. In the event Executive fails to comply with the covenants in Sections 5, other than amounts 6 or 7, or does not timely execute and return (or otherwise revokes) a release of claims in the nature of severance form and substance reasonably requested by the Company, no amount or termination payments except as provided herein. If the benefit shall be payable to Executive dies during any Severance Period during which he is entitled to benefits pursuant to this Section 5(d10(b), his designated beneficiaries (or his estate in the absence of any surviving designated beneficiary) shall continue to receive the compensation and benefits that the Executive would have otherwise received during the remainder of the Severance Period.

Termination by the Company Without Cause or by Executive for Good Reason. The Employment Period and Except as provided in Section 6(d), if the Company terminates the Executive’s 's employment hereunder may be terminated by the Company without Cause, upon not less than thirty (30) days’ written notice Cause pursuant to the ExecutiveSection 5(b), or by the Executive with terminates his employment for Good ReasonReason pursuant to Section 5(c), upon not less than thirty (30) days’ written notice to the Company. The Executive shall be entitled to receive, and in addition to the Company shall have no obligation pursuant to this Agreement or otherwise except foritems referenced in Section 6(a), the following: (i) continued payment of his Base Salary through Salary, at the date rate in effect on his last day of termination in accordance with Section 3(a)employment, (ii) any Annual Performance Bonus earned but not yet paid in accordance with Section 3(b), (iii) any Special Bonus earned but not yet paid in accordance with Section 3(c), (iv) reimbursement for business expenses properly incurred by the Executive in accordance with Section 3(g), (v) payment for accrued but unused vacation, and (vi) subject to (A) the Executive having executed a general release and waiver in a form reasonably satisfactory to the Company and such general release and waiver having become effective, (B) the Executive having resigned from the Board, and (C) the Executive complying with the covenants set forth in Section 4, Base Salary for a severance period commencing upon the date of termination and ending twelve (12) months thereafter (the "Severance Payment"). The Severance Payment shall be paid in approximately equal installments on the Company's regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group; (ii) continued payment by the Company for the Executive's life, health and disability insurance coverage during the twelve (12) month severance period referenced in Section 6(c)(i) to the same extent that the Company paid for such coverage immediately prior to the termination of the Executive's employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twelve (12) month severance period, the “Severance Period”) in accordance with Section 3(a). In addition, Company thereafter shall be obliged only to pay to the Executive shall be entitled an amount which, after reduction for income and employment taxes, is equal to any other rights, benefits or entitlements in accordance with any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of its subsidiaries or affiliates, other than amounts in the nature of severance or termination payments except as provided herein. If the Executive dies during any Severance Period during which he is entitled to benefits pursuant to this Section 5(d), his designated beneficiaries (or his estate in the absence of any surviving designated beneficiary) shall continue to receive the compensation and benefits that the Executive would have otherwise received during employer premiums for such insurance for the remainder of such severance period; (iii) vesting as of the Severance Periodlast day of his employment in any unvested portion of any stock option and any restricted stock previously issued to the Executive by the Company Group; and (iv) a bonus equal to the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive's employment if shorter), and (y) the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within sixty (60) days following the end of the fiscal year in which such termination occurs. None of the benefits described in this Section 6(c) will be payable unless the Executive has signed a general release which has become irrevocable, satisfactory to the Company in the reasonable exercise of its discretion, releasing the Company, its affiliates, including the REIT, and their officers, directors and employees, from any and all claims or potential claims arising from or related to the Executive's employment or termination of employment.

Termination by the Company Without Cause or by Executive for Good Reason. The Employment Period and the If Executive’s employment hereunder may by the Company shall be terminated by the Company without Cause, upon not less than thirty (30) days’ written notice to the Executive, Cause or by the Executive with for Good Reason, upon not less than thirty (30then, subject to Section 17(e) days’ written notice to the Company. The hereof, Executive shall be entitled to receive, and the benefits provided in this Section 9(c). (1) The Company shall have no obligation pursuant pay to this Agreement or otherwise except for, Executive any Accrued Compensation; (i2) Base Salary through the date of termination in accordance with Section 3(a), (ii) The Company shall pay to Executive any Annual Performance Bonus bonus earned but not yet paid unpaid in accordance with Section 3(b), respect of any fiscal year preceding the Termination Date within sixty (iii60) any Special Bonus earned but not yet paid days following the Termination Date; (3) The Company shall pay to Executive a bonus or incentive award in accordance with Section 3(c), (iv) reimbursement for business expenses properly incurred by respect of the Executive fiscal year in accordance with Section 3(g), (v) payment for accrued but unused vacation, and (vi) subject which Executive’s Termination Date occurs in an amount equal to the product of (A) the lesser of (x) the bonus or incentive award that Executive having executed a general release would have been entitled to receive based on actual achievement against the stated performance objectives and waiver in a form reasonably satisfactory to the Company (y) Executive’s Target Bonus and such general release and waiver having become effective, (B) a fraction (x) the Executive having resigned from numerator of which is the Board, number of days in such fiscal year through the Termination Date and (Cy) the denominator of which is 365 (provided that if such termination occurs in contemplation of a Change in Control (as defined in the Plan) or within twelve months following a Change in Control, then in the forgoing calculation, the amount under (A) above shall be equal to Executive’s Target Bonus). Any bonus or incentive award payable to Executive complying with under this clause (3) shall be paid in a lump sum payment by March 15 of the covenants set forth year following the fiscal year in which Executive’s Termination Date occurs; (4) The Company shall pay Executive as severance pay, in lieu of any further compensation (except as provided in this Section 49(c)) for the periods subsequent to the Termination Date, an amount in cash, which amount shall be payable in a lump sum payment within sixty (60) days following such termination (subject to Section 10 hereof), equal to one (1) times (or, if such termination occurs either (x) on or before December 31, 2023, one and a half (1-1/2) times) or (y) in contemplation of a Change in Control or within twelve months following a Change in Control, two (2) times) the sum of Executive’s Base Salary for a severance period commencing upon and Target Bonus, in each case, as in effect immediately prior to termination and without regard to any reduction thereto which constitutes Good Reason; (5) Each unvested equity award held by Executive at the date time of termination shall be governed by the terms of the applicable award agreement; and (6) The Company shall provide Executive with continued coverage through the first anniversary of the Termination Date under any health, medical, dental or vision program or policy in which Executive (and ending twelve (12Executive’s dependents, as applicable) months thereafter (such periodparticipated in as of the time of the Termination Date on terms no less favorable to Executive and Executive’s dependents than those applicable to actively employed senior executives of the Company; provided, the “Severance Period”) in accordance with Section 3(a). In additionhowever, the that Executive shall be entitled to solely responsible for any other rightstaxes incurred in respect of such coverage; and provided, benefits or entitlements in accordance with any applicable planfurther, policy, program, arrangement of, or other agreement with, that the Company or any may modify the continuation coverage contemplated by this Section 9(c)(6) (including by providing a lump-sum cash payment equal to the value for Executive of its subsidiaries or affiliates, other than amounts in the nature of severance or termination payments except as continuation coverage provided herein. If ) to the Executive dies during any Severance Period during which he is entitled extent reasonably necessary to benefits pursuant to this Section 5(d), his designated beneficiaries (or his estate in avoid the absence imposition of any surviving designated beneficiary) shall continue excise taxes on the Company for failure to receive comply with the compensation and benefits that the Executive would have otherwise received during the remainder nondiscrimination requirements of the Severance PeriodPatient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable).

Termination by the Company Without Cause or by Executive for Good Reason. The Employment Period and the If Executive’s employment hereunder may by the Company shall be terminated by the Company without Cause, upon not less than thirty (30) days’ written notice to the Executive, Cause or by the Executive with for Good Reason, upon not less than thirty (30then, subject to Section 17(e) days’ written notice to the Company. The hereof, Executive shall be entitled to receive, and the benefits provided in this Section 9(c). (1) The Company shall have no obligation pursuant pay to this Agreement or otherwise except for, Executive any Accrued Compensation; (i2) Base Salary through the date of termination in accordance with Section 3(a), (ii) The Company shall pay to Executive any Annual Performance Bonus bonus earned but not yet paid unpaid in accordance with Section 3(b), respect of any fiscal year preceding the termination date within sixty (iii60) any Special Bonus earned but not yet paid days following the termination date; (3) The Company shall pay to Executive a bonus or incentive award in accordance with Section 3(c), (iv) reimbursement for business expenses properly incurred by respect of the Executive fiscal year in accordance with Section 3(g), (v) payment for accrued but unused vacation, and (vi) subject which Executive’s termination date occurs in an amount equal to the product of (A) the lesser of (x) the bonus or incentive award that Executive having executed a general release would have been entitled to receive based on actual achievement against the stated performance objectives and waiver in a form reasonably satisfactory to the Company (y) Executive’s Target Bonus and such general release and waiver having become effective, (B) a fraction (x) the Executive having resigned from numerator of which is the Board, number of days in such fiscal year through termination date and (Cy) the denominator of which is 365 (provided that if such termination occurs in contemplation of a Change in Control (as defined in the Plan) or within twelve months following a Change in Control, then in the forgoing calculation, the amount under (A) above shall be equal to Executive’s Target Bonus). Any bonus or incentive award payable to Executive complying with under this clause (3) shall be paid in a lump sum payment by March 15 of the covenants set forth year following the fiscal year in which Executive’s termination date occurs; (4) The Company shall pay Executive as severance pay, in lieu of any further compensation (except as provided in this Section 49(c)) for the periods subsequent to the termination date, an amount in cash, which amount shall be payable in a lump sum payment within sixty (60) days following such termination (subject to Section 10 hereof), equal to one (1) times (or, if such termination occurs in contemplation of a Change in Control or within twelve months following a Change in Control, two (2) times) the sum of Executive’s Base Salary for a severance period commencing upon and Target Bonus, in each case, as in effect immediately prior to termination and without regard to any reduction thereto which constitutes Good Reason; (5) Each unvested equity award held by Executive at the date time of termination shall be governed by the terms of the applicable award agreement; and (6) The Company shall provide Executive with continued coverage through the first anniversary of the termination date under any health, medical, dental or vision program or policy in which Executive (and ending twelve (12Executive’s dependents, as applicable) months thereafter (such periodparticipated in as of the time of Executive’s employment termination on terms no less favorable to Executive and Executive’s dependents than those applicable to actively employed senior executives of the Company; provided, the “Severance Period”) in accordance with Section 3(a). In additionhowever, the that Executive shall be entitled to solely responsible for any other rightstaxes incurred in respect of such coverage; and provided, benefits or entitlements in accordance with any applicable planfurther, policy, program, arrangement of, or other agreement with, that the Company or any may modify the continuation coverage contemplated by this Section 9(c)(6) (including by providing a lump-sum cash payment equal to the value for Executive of its subsidiaries or affiliates, other than amounts in the nature of severance or termination payments except as continuation coverage provided herein. If ) to the Executive dies during any Severance Period during which he is entitled extent reasonably necessary to benefits pursuant to this Section 5(d), his designated beneficiaries (or his estate in avoid the absence imposition of any surviving designated beneficiary) shall continue excise taxes on the Company for failure to receive comply with the compensation and benefits that the Executive would have otherwise received during the remainder nondiscrimination requirements of the Severance PeriodPatient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable).

Termination by the Company Without Cause or by Executive for Good Reason. The Employment Period and the If Executive’s employment hereunder may by the Company shall be terminated by the Company without Cause, upon not less than thirty (30) days’ written notice to the Executive, Cause or by the Executive with for Good ReasonReason (other than as provided in Section 8(e)), upon not less than thirty (30then, subject to Section 18(d) days’ written notice to the Company. The hereof, Executive shall be entitled to receivethe benefits provided in this Section 8(c). (1) The Company shall pay to Executive any Accrued Compensation; (2) The Company shall pay to Executive any bonus earned but unpaid in respect of any fiscal year preceding the termination date within sixty (60) days following the termination date; (3) The Company shall pay to Executive in a lump sum within the time period set forth in, a pro rata bonus equal to the product of (x) Executive’s Target Bonus and (y) a fraction, equal to the number of days Executive was employed during the applicable fiscal year divided by three hundred sixty-five (365) (the “Pro Rata Bonus”); (4) The Company shall pay Executive as Special Severance Pay, in lieu of any further compensation (except as provided in this Section 8(c) or under Section 5(a) hereof) for the periods subsequent to the termination date, an amount in cash calculated as follows: One (1) times Executive’s then-current gross Annual Salary minus the amount contributed by the Company and accumulated pursuant to Section 5(a) hereof for severance pay in the severance component of the Executive’s Pension Insurance at the Termination Date, including any revenues accumulated at the fund for the severance component. For the avoidance of doubt, the foregoing offset shall not include amounts contributed and accumulated from Employee’s direct and personal contributions. The Special Severance Pay shall be paid in equal gross installments on the Company’s regular payroll dates during the twelve (12) month period following the date on which Executive executes a release and the Company shall have no obligation pursuant to this Agreement or otherwise except for, (i) Base Salary through the date of termination revocation period expires in accordance with Section 3(a18(d) hereof (the “Adjustment Period”), ; and (ii5) any Annual Performance Bonus earned but not yet paid in accordance with Section 3(b), (iii) any Special Bonus earned but not yet paid in accordance with Section 3(c), (iv) reimbursement for business expenses properly incurred Each unvested equity award held by Executive at the time of termination shall be governed by the Executive in accordance with Section 3(g), (v) payment for accrued but unused vacation, and (vi) subject to (A) the Executive having executed a general release and waiver in a form reasonably satisfactory to the Company and such general release and waiver having become effective, (B) the Executive having resigned from the Board, and (C) the Executive complying with the covenants set forth in Section 4, Base Salary for a severance period commencing upon the date of termination and ending twelve (12) months thereafter (such period, the “Severance Period”) in accordance with Section 3(a). In addition, the Executive shall be entitled to any other rights, benefits or entitlements in accordance with any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of its subsidiaries or affiliates, other than amounts in the nature of severance or termination payments except as provided herein. If the Executive dies during any Severance Period during which he is entitled to benefits pursuant to this Section 5(d), his designated beneficiaries (or his estate in the absence of any surviving designated beneficiary) shall continue to receive the compensation and benefits that the Executive would have otherwise received during the remainder terms of the Severance Periodapplicable plan and/or award agreement.

Termination by the Company Without Cause or by Executive for Good Reason. The Employment Period Subject to Executive’s compliance with Section 7 and subject to the execution by Executive, without revocation, of a general release in the form attached as Exhibit A (the “Release”), if during the Term Executive’s employment hereunder may be terminated by the Company terminates without Cause, upon not less than thirty (30) days’ written notice to the Executive, Cause or by the Executive with terminates his employment for Good Reason, upon not less than thirty (30) days’ written notice Executive will receive the severance payments set forth in this Section 5.3 at such times and subject to the Company. The Executive provisions of paragraphs (I) and (II) below (which shall be in lieu of any payments or benefits to which Executive may be entitled to receive, and under any Company severance plan (the Company shall have no obligation pursuant to this Agreement or otherwise except for, “Severance Plan”)): (i1) any unpaid Base Salary and any accrued but unused vacation pay through the date of termination; (2) a pro rata bonus for the year of termination, calculated by multiplying the Severance Bonus Amount by a fraction, the numerator of which is the number of days in the current fiscal year through the date of termination in accordance with Section 3(a)and the denominator of which is 365, payable at the time that bonuses are paid to similarly situated employees; (ii3) any Annual Performance Bonus earned but not yet paid in accordance with Section 3(b)an amount equal to two times Base Salary; (4) continued receipt of medical, (iii) any Special Bonus earned but not yet paid in accordance with Section 3(c)dental, (iv) reimbursement for business expenses properly incurred by the Executive in accordance with Section 3(g)vision, (v) payment for accrued but unused vacationbasic life, and (vi) employee assistance coverage for 24 months after Executive’s date of termination, subject to payment by Executive of the employee cost of those benefits as paid by active employees, but if Executive is employed by another employer who provides one or more similar benefits, the benefits under the Company’s plan will be secondary to those provided under the new plan; (A5) the Executive having executed a general release and waiver in a form reasonably satisfactory outplacement services substantially similar to those provided pursuant to the Company terms of the Severance Plan; and (6) accrued benefits pursuant to the Company’s benefit plans and such general release and waiver having become effective, programs. The amount in (B1) the Executive having resigned from the Board, and (C) the Executive complying with the covenants set forth in Section 4, Base Salary for a severance period commencing upon above will be paid within 10 business days after the date of termination (unless an earlier date is required by law). The amounts in (2) and ending twelve (123) months thereafter above will be paid in a lump sum after the later of (such periodi) the expiration of the applicable revocation period contained in the Release, and (ii) with respect to the bonus, the “Severance Period”) annual bonus payment date for similarly situated employees. The Company will have no obligation to provide any payments or benefits in accordance with Section 3(a). In addition, the Executive shall be entitled to any other rights, benefits or entitlements in accordance with any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of its subsidiaries or affiliates, other than amounts in the nature of severance or termination payments except as provided herein. If the Executive dies during any Severance Period during which he is entitled to benefits pursuant to this Section 5(d), his designated beneficiaries (or his estate in 5.3 if Executive breaches the absence provisions of any surviving designated beneficiary) shall continue to receive the compensation and benefits that the Executive would have otherwise received during the remainder of the Severance PeriodSection 7.

Termination by the Company Without Cause or by Executive for Good Reason. The Employment Period and the If Executive’s employment hereunder may by the Company shall be terminated by the Company without Cause, upon not less than thirty (30) days’ written notice to the Executive, Cause or by the Executive with for Good ReasonReason (other than as provided in Section 8(e)), upon not less than thirty (30then, subject to Section 16(d) days’ written notice to the Company. The hereof, Executive shall be entitled to receivethe benefits provided in this Section 8(c). (1) The Company shall pay to Executive any Accrued Compensation; (2) The Company shall pay to Executive any bonus earned but unpaid in respect of any fiscal year preceding the termination date within sixty (60) days following the termination date; (3) The Company shall pay to Executive in a lump sum within the time period set forth in Section 3(b), a pro rata bonus for the year in which Executive’s employment terminates based on actual performance through the termination date and the number of days Executive was employed during such year; (4) The Company shall have no obligation pursuant pay Executive as severance pay, in lieu of any further compensation (except as provided in this Section 8(c)) for the periods subsequent to this Agreement or otherwise except forthe termination date, an amount in cash, equal to one (i1) times Executive’s then-current Base Salary through Salary, paid in equal installments on the Company’s regular payroll dates during the twelve (12) month period following the date of termination on which Executive executes a release in accordance with Section 3(a), 16(d) hereof (ii) any Annual Performance Bonus earned but not yet paid in accordance with Section 3(b), (iii) any Special Bonus earned but not yet paid in accordance with Section 3(c), (iv) reimbursement for business expenses properly incurred by the Executive in accordance with Section 3(g), (v) payment for accrued but unused vacation, and (vi) subject to (A) the Executive having executed a general release and waiver in a form reasonably satisfactory to the Company and such general release and waiver having become effective, (B) the Executive having resigned from the Board, and (C) the Executive complying with the covenants set forth in Section 4, Base Salary for a severance period commencing upon the date of termination and ending twelve (12) months thereafter (such period, the “Severance Period”); (5) in accordance with Section 3(a). In addition, Each unvested equity award held by Executive at the Executive time of termination shall be entitled to any other rightsgoverned by the terms of the applicable plan and/or award agreement; and (6) If Executive is participating in the Company’s group health insurance plans on the effective date of termination, benefits and Executive timely elects and remains eligible for continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), or, if applicable, state or entitlements in accordance with any applicable plan, policy, program, arrangement of, or other agreement withlocal insurance laws, the Company or any shall pay that portion of its subsidiaries or affiliates, other than amounts in Executive’s premiums that the nature Company was paying prior to the effective date of severance or termination payments except as provided herein. If for the Executive dies during any Severance Period during or for the continuation period for which he Executive is entitled to benefits pursuant to this Section 5(d)eligible, his designated beneficiaries (or his estate in the absence of any surviving designated beneficiary) shall continue to receive the compensation and benefits that the Executive would have otherwise received during the remainder of the Severance Periodwhichever is shorter.

Termination by the Company Without Cause or by Executive for Good Reason. The Employment Period and In the event Executive’s 's employment hereunder may be is terminated by pursuant to Sections 5.2 or 5.4 above during the Company without CauseProtection Period, upon not less than thirty (30) days’ written notice to the Executive, or by the Executive with Good Reason, upon not less than thirty (30) days’ written notice to the Company. The Executive shall be entitled to receive, and the Company shall have no obligation pursuant to this Agreement or otherwise except for, (i) Base Salary through pay Executive on the date of termination the payments referred to in accordance Section 6.l (a) above, and provided that Executive signs a Release (as defined in Section 17), Executive shall also receive all of the following: (a) Subject to compliance with Section 3(a)409A of the Code, a severance package equal to one year of Executive's Base Salary immediately prior to such termination or resignation. This severance amount shall be paid to Executive in equal regular installments over a 12-month period pursuant to the Company's regular payroll periods, less applicable statutory deductions and tax withholdings. The first installment shall be paid to Executive on the first payroll period after the date of te1mination and after the effective date of the Release ; and (iib) any Annual Performance Bonus earned but not yet Subject to compliance with Section 409A of the Code, a bonus for such year as may be determined by the Board in its sole discretion. This amount shall be paid in accordance with Section 3(b)the form of a lump sum, (iii) any Special Bonus earned less applicable statutory deductions and withholdings, as soon as practicable after the date of termination, but not yet paid no later than March 15 of the year immediately following the year in accordance with Section 3(c), (iv) reimbursement for business expenses properly incurred by the Executive in accordance with Section 3(g), (v) payment for accrued but unused vacation, and (vi) subject to (A) the Executive having executed a general release and waiver in a form reasonably satisfactory to the Company and such general release and waiver having become effective, (B) the Executive having resigned from the Board, and (C) the Executive complying with the covenants set forth in Section 4, Base Salary for a severance period commencing upon which the date of termination occurs; and (c) Unless otherwise provided in the equity award agreement or the Plan, all stock options and ending twelve (12) months thereafter (such periodother incentive awards held by Executive will become fully vested and immediately exercisable and all restrictions on any restricted stock held by Executive will be removed; provided, the “Severance Period”) in accordance with Section 3(a). In additionhowever, the Executive shall not be entitled to any other rightsreleased from the black-out periods for the next financial quarter following the date of termination or Exchange Act, benefits or entitlements trading obligations typically required for an executive in accordance with any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of its subsidiaries or affiliates, other than amounts in the nature of severance or termination payments except as provided herein. If the Executive dies during any Severance Period during which he is entitled to benefits pursuant to this Section 5(d), his designated beneficiaries (or his estate in the absence of any surviving designated beneficiary) shall continue to receive the compensation and benefits that the Executive would have otherwise received during the remainder of the Severance Periodposition.

Termination by the Company Without Cause or by Executive for Good Reason. The Employment Period and In the event of termination of the Executive’s employment hereunder may be terminated by with the Company without Causepursuant to Section 6(b) or 6(e) above prior to the expiration of the Term and subject to the Executive’s execution and delivery of a release of any and all legal claims in a form satisfactory to the Company within forty-five (45) days of the Termination Date (the “Release Period”), upon not less than thirty (30) days’ written notice the Company shall provide to the Executive, or in addition to the Accrued Compensation, the following termination benefits (“Termination Benefits”) effective as of the final day of the Release Period: (i) continuation of the Executive’s Salary at the rate and in accordance with the Company’s payroll practices then in effect pursuant to Section 4(a); and (ii) continuation of any executive health and group health plan benefits to the extent authorized by and consistent with 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), subject to payment of premiums by the Executive with Good Reason, upon not less than thirty (30) days’ written notice Company to the extent that the Company was covering such premiums as of the Termination Date (if permitted by law without violation of applicable discrimination rules, or, if not, the equivalent after-tax value payable as additional severance at the same time such premiums are otherwise payable); (iii) a pro-rata annual bonus through the Termination Date, as reasonably determined by the Compensation Committee applying the applicable standards in section 4(c) above or any schedules thereto and paid at the same time as the bonus would otherwise be payable under Section 4(c); and (iv) acceleration of vesting of the options granted under this Agreement on a pro-rata basis as if the vesting schedule had been monthly rather than annual (“deemed monthly vesting”); provided, if the Termination Date is on a date other than a deemed monthly vesting date, then solely for purposes of this clause (iv), the Termination Date shall be the next deemed monthly vesting date that occurs after the actual Termination Date. The Termination Benefits set forth in subsections 7(b)(i) and (ii) and above shall continue effective for the nine (9) months after the Termination Date or the end of the Term, whichever is sooner (the “Termination Benefits Period”); provided, however, that in the event that the Executive commences any employment during the Termination Benefits Period, the benefits provided under Section 7(b)(ii) shall cease effective as of the date Executive qualifies for group health plan benefits in his new employment. The Company’s liability for Salary continuation pursuant to Section 7(b)(i) shall not be reduced by the amount of any severance pay paid to the Executive pursuant to any severance pay plan or stay bonus plan of the Company. Notwithstanding the foregoing, nothing in this Section 7(b) shall be construed to affect the Executive’s right to receive COBRA continuation entirely at the Executive’s own cost to the extent that the Executive may continue to be entitled to COBRA continuation after Company-paid premiums cease. The Executive shall be entitled obligated to receive, and the Company shall have no obligation pursuant to this Agreement or otherwise except for, (i) Base Salary through give prompt notice of the date of termination commencement of any employment during the Termination Benefits Period and shall respond promptly to any reasonable inquiries concerning any employment in accordance with Section 3(a), (ii) any Annual Performance Bonus earned but not yet paid in accordance with Section 3(b), (iii) any Special Bonus earned but not yet paid in accordance with Section 3(c), (iv) reimbursement for business expenses properly incurred by which the Executive in accordance with Section 3(g), (v) payment for accrued but unused vacation, engages during the Termination Benefits Period. The Company acknowledges and (vi) subject to (A) agrees that under certain circumstances involving the Executive having executed termination of the Executive’s employment and/or a general release and waiver in a form reasonably satisfactory to Change of Control transaction involving the Company and such general release and waiver having become effective, (B) the Executive having resigned from the Board, and (C) the Executive complying with the covenants set forth in Section 4, Base Salary for a severance period commencing upon the date of termination and ending twelve (12) months thereafter (such period, the “Severance Period”) in accordance with Section 3(a). In additionCompany, the Executive shall be entitled to any other rightsaccelerated vesting on his options to purchase shares of capital stock of the Company, benefits or entitlements all to the extent provided in accordance with any applicable plan, policy, program, arrangement of, or other agreement with, that certain Stock Option Agreement referred to in Section 4(f) hereof. Any Section 409A payments which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the Company or any calendar year in which the payment event (such as termination of its subsidiaries or affiliates, other than amounts employment) occurs shall commence payment only in the nature of severance or termination payments except calendar year in which the Release Period ends as provided herein. If necessary to comply with Section 409A. The Company shall provide the Executive dies during any Severance Period during which he is entitled to benefits pursuant to release required by this Section 5(d), his designated beneficiaries (prior to or his estate in upon the absence Executive’s termination of any surviving designated beneficiary) shall continue to receive the compensation and benefits that the Executive would have otherwise received during the remainder of the Severance Periodemployment.

Termination by the Company Without Cause or by Executive for Good Reason. The Employment Period and the If Executive’s employment hereunder may by the Company shall be terminated by the Company without Cause, upon not less than thirty (30) days’ written notice to the Executive, Cause or by Executive for Good Reason following the Effective Date but after Executive with Good Reasonhas given notice of termination to his current employer, upon not less than thirty (30then, subject to Section 17(e) days’ written notice to the Company. The hereof, Executive shall be entitled to receive, and the benefits provided in this Section 9(c). (1) The Company shall pay to Executive any Accrued Compensation; (2) The Company shall pay to Executive any Annual Bonus earned but unpaid in respect of any fiscal year preceding the Termination Date within sixty (60) days following the Termination Date; (3) The Company shall pay to Executive an Annual Bonus in respect of the fiscal year in which Executive’s Termination Date occurs in an amount equal to the product of (A) the lesser of (x) the bonus or incentive award that Executive would have no obligation pursuant been entitled to receive based on actual achievement against the stated performance objectives and (y) Executive’s Target Bonus and (B) a fraction (x) the numerator of which is the number of days in such fiscal year through the Termination Date and (y) the denominator of which is 365 (provided that, if such termination occurs in contemplation of a Change in Control (as defined in the Plan) or within twelve months following a Change in Control, then in the forgoing calculation, the amount under (A) above shall be equal to Executive’s Target Bonus. Any Annual Bonus payable to Executive under this Agreement clause (3) shall be paid in a lump sum payment by March 15 of the year following the fiscal year in which Executive’s Termination Date occurs; (4) The Company shall pay Executive as severance pay, in lieu of any further compensation for the periods subsequent to the Termination Date, an amount in cash, which amount shall be payable in a lump sum payment within sixty (60) days following Executive’s Termination Date (subject to Section 10 hereof), equal to one (1) times (or, if the Termination Date occurs either (x) on or otherwise except forbefore December 31, 2024, one and a half (1-1/2) times or (y) in contemplation of a Change in Control or within twelve months following a Change in Control, two (2) times) the sum of Executive’s Base Salary and Target Bonus, in each case, as in effect immediately prior to such termination and without regard to any reduction thereto which constitutes Good Reason; (5) One Hundred Percent (100%) of the One-Time Sign-On Bonus shall fully vest and become payable within sixty (60) days of the termination date to the extent not already paid; (6) solely to the extent such termination of employment occurs after the Commencement Date, (i) Base Salary through to the date extent not previously granted to Executive, the Company shall grant the Initial RSU Award to Executive effective as of termination in accordance with Section 3(a), immediately prior to the Termination Date and (ii) any Annual Performance Bonus earned but not yet paid unvested portion of the Initial RSU Award shall fully vest and be settled in accordance with Section 3(bshares within sixty (60) days following the Termination Date; (7) With respect to any equity awards held by Executive at the time of termination (other than the Initial RSU Award), including, without limitation, the Initial PRSU Award, such equity awards shall be governed by the terms of the applicable award agreement; and (iii) any Special Bonus earned but not yet paid in accordance with Section 3(c8) Subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall provide Executive with continued coverage through the first (iv1st) reimbursement for business expenses properly incurred by anniversary of the Termination Date (or, if such termination of employment occurs either (x) on or before December 31, 2024, or (y) in contemplation of a Change in Control or within twelve months following a Change in Control, in both cases through the 18-month anniversary of the Termination Date) under any health, medical, dental or vision program or policy in which Executive (and Executive’s dependents, as applicable) participated in accordance with Section 3(g)as of the Termination Date, (v) payment for accrued but unused vacation, and (vi) subject to (A) the Executive having executed a general release and waiver in a form reasonably satisfactory to the Company extent permitted under applicable law and the terms of such general release and waiver having become effectiveprogram or policy; provided, (B) the Executive having resigned from the Boardhowever, and (C) the Executive complying with the covenants set forth in Section 4, Base Salary for a severance period commencing upon the date of termination and ending twelve (12) months thereafter (such period, the “Severance Period”) in accordance with Section 3(a). In addition, the that Executive shall be entitled to solely responsible for any other rightstaxes incurred in respect of such coverage; and provided, benefits or entitlements in accordance with any applicable planfurther, policy, program, arrangement of, or other agreement with, that the Company may modify the continuation coverage contemplated hereby (including by providing, in lieu of such continuation coverage or to the extent that the COBRA continuation period expires, a lump-sum cash payment equal to the value for Executive of the continuation coverage provided herein) to the extent reasonably necessary to avoid the imposition of any excise taxes on the Company for failure to comply with the nondiscrimination requirements of its subsidiaries or affiliatesthe Patient Protection and Affordable Care Act of 2010, other than amounts as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable); and provided, further, in the nature of severance or termination payments except as provided herein. If event Executive obtains other employment that offers group health benefits, such continuation coverage by the Company hereunder shall immediately cease (and Executive dies during agrees to promptly notify the Company if Executive is offered group health benefits from any Severance Period during which he is entitled to benefits pursuant to this Section 5(dsubsequent employer following the Termination Date), his designated beneficiaries (or his estate in the absence of any surviving designated beneficiary) shall continue to receive the compensation and benefits that the Executive would have otherwise received during the remainder of the Severance Period.

Termination by the Company Without Cause or by Executive for Good Reason. The Employment Period and the REIT Operator may terminate Executive’s employment hereunder at any time without Cause (as defined in Section 6) and Executive may be terminated by the Company without Cause, terminate his employment for Good Reason (as defined in Section 6) upon not less than thirty (30) 60 days’ prior written notice to the Executive, or by the Executive with Good Reason, upon not less than thirty (30) days’ written notice of such resignation to the Company. The Upon any such termination of Executive’s employment without Cause or for Good Reason during the Term of Employment, Executive shall be entitled to receivereceive the following: (i) The Accrued Benefits pursuant to Section 4(h) below and any earned but unpaid Annual Bonus relating to the calendar year prior to the year of termination; and (ii) subject to Executive’s satisfaction of the Release Requirement and compliance with the obligations in Sections 7, 8 and 9: (1) the Company shall have no obligation pursuant pay Executive cash severance (the “Severance Amount”) equal to this Agreement or otherwise except for, the Severance Multiple times the sum of (iA) Executive’s then-current Base Salary through (disregarding any reduction in Base Salary not approved by Executive) and (B) Executive’s Target Annual Bonus for the then-current calendar year (annualized if the termination occurs in 2020). If the termination described in this Section 4(c) does not occur during the Change in Control Period (as defined in Section 6), the Severance Amount will be paid in equal installments in accordance with the normal payroll practice of the REIT Operator over the 24 month period following the date of termination, with such installment payments beginning within 60 days following the date of termination (with the first payment to include any installment payments that would have been made during such 60-day period if payments had commenced on the date of termination). If the termination described in accordance with this Section 3(a4(c) occurs during the Change in Control Period (as defined in Section 6), (ii) any Annual Performance Bonus earned but not yet the Severance Amount will be paid in accordance with Section 3(ba lump sum within 60 days following the date of termination; (2) within 60 days following the date of termination, the Company shall pay Executive an amount equal to Executive’s Target Annual Bonus for the then-current calendar year (annualized if the termination occurs in 2020), pro-rated for the number of days in such calendar year ending on the date of Executive’s termination of employment; (iii3) any Special Bonus earned but not yet paid in accordance with Section 3(c), Executive’s outstanding equity awards that are subject solely to time-based vesting conditions will become fully vested as of the date of Executive’s termination (iv) reimbursement for business expenses properly incurred by the Executive in accordance with Section 3(g), (v) payment for accrued but unused vacation, and (vi) treatment of equity awards subject to performance-based vesting conditions will be addressed in the applicable award agreements); and (A4) the Executive having executed a general release and waiver in a form reasonably satisfactory to the Company and such general release and waiver having become effective, (B) the Executive having resigned from the Board, and (C) the Executive complying with the covenants set forth Continued Health Care Coverage Benefit described in Section 4, Base Salary for a severance period commencing upon 4(a). The Continued Health Care Coverage Benefits will commence within 60 days following the date of termination (with the first payment to include any installment payments that would have been made during such 60-day period if payments had commenced on the date of termination). If Company claims that is not required to provide the severance amounts or equity awards pursuant to Section 4(c) because of an alleged breach by Executive of Sections 7, 8 or 9 of this Agreement, Company must provide written notice to Executive specifying the particulars thereof in reasonable detail and ending twelve provide Executive and his counsel with an opportunity to appear before the Board to rebut or dispute the alleged breach on a specified date that is at least 10 but no more than 30 days following the date on which such notice is given. The notice to be provided by the Company must be provided to Executive no later than 90 days after the later of the time at which the alleged breach first (12i) months thereafter occurs or arises or (such periodii) becomes known to any non-executive members of the Board. If Executive appears before the Board to rebut or dispute the alleged breach, the “Severance Period”) in accordance with Section 3(a). In additionBoard must make a final determination as to whether a breach occurred within 10 days of such appearance, and if the Executive Board fails to make a determination by that date, it shall be entitled to any other rights, benefits or entitlements in accordance with any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of its subsidiaries or affiliates, other than amounts in the nature of severance or termination payments except as provided herein. If the Executive dies during any Severance Period during which he is entitled to benefits pursuant to this Section 5(d), his designated beneficiaries (or his estate in the absence of any surviving designated beneficiary) shall continue to receive the compensation and benefits conclusively determined that the Executive would have otherwise received during did not commit the remainder of the Severance Periodalleged breach.

Termination by the Company Without Cause or by Executive for Good Reason. The Employment Period and the If Executive’s employment hereunder may be by the Company is terminated by the Company without Cause, upon not less than thirty (30) days’ written notice to the Executive, Cause or by the Executive with for Good Reason, upon not less than thirty (30then the Company shall pay Executive the Accrued Compensation and, subject to Section 12(d) days’ written notice to the Company. The of this Agreement, Executive shall be entitled to receive, and the Company shall have no obligation pursuant to benefits provided in this Agreement or otherwise except for, Section 7(c). (i) The Company shall pay to Executive any annual cash bonus earned but unpaid in respect of any fiscal year preceding the termination date; (ii) The Company shall, at the time such bonus would otherwise have been paid absent Executive’s termination, pay to Executive an annual cash bonus in respect of the fiscal year in which Executive’s termination date occurs, based on actual achievement for the applicable fiscal year as determined in accordance with the terms of the Company’s bonus program and prorated for the number of days Executive worked for the Company during such year; (iii) The Company shall pay Executive as severance pay, in lieu of any other severance compensation under any Company severance plan or policy of general applicability, an amount in cash equal to one (1) times the sum of Executive’s Base Salary through and average of prior three (3) years Bonus, as in effect immediately prior to termination and without regard to any reduction thereto which constitutes Good Reason. (iv) The Company shall pay Executive for the full amount of COBRA premiums incurred by Executive during the 12-month period following the date of termination for Executive and his eligible dependents; and (v) Executive’s outstanding equity awards will be treated in accordance with Section 3(a)the terms of 2014 Plan and the applicable award agreements; provided that the Company shall cause the immediate vesting of any outstanding unvested equity-based awards held by Executive as of his termination date that pursuant to their terms would have vested within 12 months following such date. In the event of a termination in anticipation of a Change in Control, the portion (if any) of Executive’s equity awards that remain unvested after giving effect to the previous sentence shall remain outstanding until the earliest to occur of (i) the expiration of the term of such award, (ii) any Annual Performance Bonus earned but not yet paid in accordance with Section 3(b), the date that is six (6) months following Executive’s termination date and (iii) any Special Bonus earned but not yet paid a Change in accordance with Section 3(c), (iv) reimbursement for business expenses properly incurred by the Executive in accordance with Section 3(g), (v) payment for accrued but unused vacation, and (vi) subject to (A) the Executive having executed a general release and waiver in a form reasonably satisfactory to the Company and such general release and waiver having become effective, (B) the Executive having resigned from the Board, and (C) the Executive complying with the covenants set forth in Section 4, Base Salary for a severance period commencing upon the date of termination and ending twelve (12) months thereafter (such period, the “Severance Period”) in accordance with Section 3(a). In addition, the Executive shall be entitled to any other rights, benefits or entitlements in accordance with any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of its subsidiaries or affiliates, other than amounts in the nature of severance or termination payments except as provided herein. If the Executive dies during any Severance Period during which he is entitled to benefits pursuant to this Section 5(d), his designated beneficiaries (or his estate in the absence of any surviving designated beneficiary) shall continue to receive the compensation and benefits that the Executive would have otherwise received during the remainder of the Severance PeriodControl.

Termination by the Company Without Cause or by Executive for Good Reason. The Employment Period and In the event that Executive’s employment hereunder may be is terminated by the Company without Cause, upon not less than thirty (30Cause pursuant to Section 5(c) days’ written notice to the Executive, or by the Executive with for Good ReasonReason pursuant to Section 5(d), upon not less than thirty (30) days’ written notice to the Company. The Executive shall be entitled to receive, and the Company shall have no obligation pursuant pay the following amounts, and make the following other benefits available, to this Agreement or otherwise except for, Executive: (i) The Standard Termination Payments (as defined in Section 6(a)); (ii) The Base Salary through the date for a period of twenty-four (24) months following termination in equal installments in accordance with Section 3(a)the Company’s standard payroll practices, (ii) any Annual Performance Bonus earned but not yet provided, however, that no payments shall be made until six months after the termination of Executive’s employment with the Company and the first payment shall be equal to the aggregate amount that would have been paid in accordance with Section 3(b), during such six-month period; (iii) any Special Payment of an amount equal to the Severance Bonus earned but not yet paid in accordance with Section 3(cBasis (as defined below) multiplied by two (the “Severance Bonus Pay”). For purposes of this Agreement, (iv) reimbursement for business expenses properly incurred by the Executive in accordance with Section 3(g), (v) payment for accrued but unused vacation, and (vi) subject to “Severance Bonus Basis” shall mean (A) the greater of (I) Executive’s Incentive Compensation for the prior fiscal year and (II) Executive’s Incentive Compensation for the most recent fiscal year ending more than twelve months prior to such termination of employment, or (B) if Executive having executed a general release and waiver was not employed during the prior fiscal year, Executive’s Target Bonus for the then-current fiscal year; provided, however, that the Severance Bonus Basis shall not in a form reasonably satisfactory to any event be more than 100% of Executive’s Base Salary as of the date of termination. The Severance Bonus Pay shall be payable in equal installments in accordance with the Company’s standard payroll practices, provided, however, that no payments shall be made until six months after the termination of Executive’s employment with the Company and such general release and waiver having become effective, (B) the Executive having resigned from the Board, and (C) the Executive complying with the covenants set forth in Section 4, Base Salary for a severance period commencing upon the date of termination and ending twelve (12) months thereafter (such period, the “Severance Period”) in accordance with Section 3(a). In addition, the Executive first payment shall be entitled equal to any other rights, benefits or entitlements in accordance with any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of its subsidiaries or affiliates, other than amounts in the nature of severance or termination payments except as provided herein. If the Executive dies during any Severance Period during which he is entitled to benefits pursuant to this Section 5(d), his designated beneficiaries (or his estate in the absence of any surviving designated beneficiary) shall continue to receive the compensation and benefits aggregate amount that the Executive would have otherwise received been paid during the remainder of the Severance Period.such six-month period;

Termination by the Company Without Cause or by Executive for Good Reason. The Employment Period and the If Executive’s employment hereunder may by the Company shall be terminated by the Company without Cause, upon not less than thirty (30) days’ written notice to the Executive, Cause or by the Executive with for Good Reason, upon not less than thirty (30then, subject to Section 17(e) days’ written notice to the Company. The hereof, Executive shall be entitled to receive, and the benefits provided in this Section 9(c). (1) The Company shall have no obligation pursuant pay to this Agreement or otherwise except for, Executive any Accrued Compensation; (i2) Base Salary through the date of termination in accordance with Section 3(a), (ii) The Company shall pay to Executive any Annual Performance Bonus bonus earned but not yet paid unpaid in accordance with Section 3(b), respect of any fiscal year preceding the termination date within sixty (iii60) any Special Bonus earned but not yet paid days following the termination date; (3) The Company shall pay to Executive a bonus or incentive award in accordance with Section 3(c), (iv) reimbursement for business expenses properly incurred by respect of the Executive fiscal year in accordance with Section 3(g), (v) payment for accrued but unused vacation, and (vi) subject which Executive’s termination date occurs in an amount equal to the product of (A) the lesser of (x) the bonus or incentive award that Executive having executed a general release would have been entitled to receive based on actual achievement against the stated performance objectives and waiver in a form reasonably satisfactory to the Company (y) Executive’s Target Bonus and such general release and waiver having become effective, (B) a fraction (x) the numerator of which is the number of days in such fiscal year through termination date and (y) the denominator of which is 365 (provided that if such termination occurs in contemplation of a Change in Control (as defined in the Plan) or within twelve months following a Change in Control, then in the forgoing calculation, the amount under (A) above shall be equal to Executive’s Target Bonus). Any bonus or incentive award payable to Executive under this clause (3) shall be paid in a lump sum payment by March 15 of the year following the fiscal year in which Executive’s termination date occurs; (4) The Company shall pay Executive as severance pay, in lieu of any further compensation for the periods subsequent to the termination date, an amount in cash, which amount shall be payable in a lump sum payment within sixty (60) days following such termination (subject to Section 10 hereof), equal to one (1) times (or, if such termination occurs in contemplation of a Change in Control or within twelve months following a Change in Control, two (2) times) the sum of Executive’s Base Salary and Target Bonus, in each case, as in effect immediately prior to termination and without regard to any reduction thereto which constitutes Good Reason; provided, however, that, if such termination without Cause or for Good Reason occurs on or before May 6, 2017, then the amount of severance pay under this Section 9(c)(4) shall be equal to two (2) times Executive’s Base Salary, in accordance with the Executive having resigned from Management Team Retention Program as reflected in the Boardagreement dated May 6, and 2016 between the parties (Cthe “Retention Agreement”) (for the Executive complying with avoidance of doubt, the covenants severance set forth in Section 4this proviso shall be in lieu of (and not in addition to) the severance set forth immediately prior to this proviso, Base Salary for a or any other severance period commencing upon benefit under applicable law or otherwise; (5) Each unvested equity award held by Executive at the date time of termination shall be governed by the terms of the applicable award agreement; and (6) The Company shall provide Executive with continued coverage through the first anniversary of Executive’s termination date under any health, medical, dental or vision program or policy in which Executive (and ending twelve (12his dependents, as applicable) months thereafter (such periodparticipated in as of the time of his employment termination on terms no less favorable to Executive and his dependents than those applicable to actively employed senior executives of the Company; provided, the “Severance Period”) in accordance with Section 3(a). In additionhowever, the that Executive shall be entitled solely responsible for any taxes incurred in respect of such coverage; and provided, further, that the Company may modify the continuation coverage contemplated by this Section ‎9(c)(6) (including by providing a lump-sum cash payment equal to the value for Executive of the continuation coverage provided herein) to the extent reasonably necessary to avoid the imposition of any other rightsexcise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, benefits as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable); and provided, further, that, if such termination without Cause or entitlements in accordance with any applicable planfor Good Reason occurs on or before May 6, policy, program, arrangement of, or other agreement with2017, the Company or any relevant period for purposes of its subsidiaries or affiliates, other than amounts in the nature of severance or termination payments except as provided herein. If the Executive dies during any Severance Period during which he is entitled to benefits pursuant to this Section 5(d), his designated beneficiaries (or his estate in the absence of any surviving designated beneficiary9(c)(6) shall continue to receive be through the compensation and benefits that the Executive would have otherwise received during the remainder second anniversary of the Severance PeriodExecutive’s termination date.