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

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated pursuant to Section 4.2 by the Company without Cause or by the Executive for Good Reason, the Company shall pay to Executive as severance twelve months of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount of the Executive’s previous year’s bonus (if any), such amount to be paid in one lump sum on the date the Release becomes effective, subject to standard payroll deductions and withholdings, provided, however, that if the Release Review Period begins in one tax year and ends in a later tax year, the payments under this Section 5.2(b) will be made following the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) months. (c) In the event Executive’s employment is terminated pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreement.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to If the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that terminates Executive’s employment is terminated pursuant without Cause as provided in and under Section 6(c) or if Executive resigns/terminates Executive’s employment for “Good Reason” under Section 6(d), then (1) Executive will be entitled to his Vested Rights (and any COBRA rights under applicable law); and (2) in addition, and subject to the conditions set forth in Section 4.2 by 7(d) below, the Company without Cause will provide the following (collectively, the “Severance Pay”): (i) the Company will pay Executive an amount equal to continuation of Executive’s Base Salary (at the rate last in effect) for: (A) twenty-six (26) weeks, if the effective date of such termination of employment is not within the six (6) month period immediately after the occurrence of the first event constituting a Change in Control; or (B) fifty-two (52) weeks, if the effective date of such termination of employment is within the six (6) month period immediately after the first event constituting a Change in Control; and (ii) if Executive was participating in the Company’s or by its Affiliate’s (as applicable) group health plan immediately prior to the Executive for Good ReasonTermination Date and elects COBRA health continuation coverage, then the Company shall pay to Executive as severance twelve a monthly cash payment for 6 months (or, if such termination of his annual Base Salary then employment is effective within six months after the first event constituting a Change in effectControl, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount of the for 12 months) or Executive’s previous yearCOBRA health continuation period, whichever ends earlier, in an amount equal to the monthly cost of such COBRA premium for Executive (and, if applicable, Executive’s bonus (if anyqualified and participating dependents), such amount to . The amounts payable under Sections 7(b)(i) and 7(b)(ii) shall be paid in one lump sum on substantially equal installments in accordance with the Company’s payroll practice and scheduled over a period of 26 weeks (or, if such termination is within six (6) months after the first event constituting a change of control, over a period of 52 weeks) commencing within 60 days after the effective date of the Release becomes effective, subject to standard payroll deductions and withholdings, termination of Executive’s employment; provided, however, that if the Release Review Period 60-day period begins in one tax calendar year and ends in a later tax second calendar year, the payments under this Section 5.2(b) will Severance Pay shall begin to be made paid in the second calendar year by the last day of such 60-day period, provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the effective date that of the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion termination of Executive’s COBRA premiums it was paying prior employment. Each payment pursuant to the Separation Date this Agreement is intended to constitute a separate payment for twelve (12) months. (c) purposes of Treasury Regulation Section 1.409A-2(b)(2). In the event of Executive’s employment is terminated pursuant to Section 4.2death while receiving Severance Pay, and not for CauseExecutive’s designated beneficiary (or, death or Disabilityif none, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISOExecutive’s issued to Executive estate) will automatically convert to a non-qualified options on receive the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreementremaining Severance Pay installments.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of If the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is and the Employment Term are terminated pursuant to Section 4.2 (x) by the Company without other than for Cause (and not due to Executive’s death or Disability) or (y) by the Executive for Good Reason, then the Company shall pay or provide the Executive with the following: (i) the Accrued Benefits; (ii) subject to Executive as severance twelve the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, an amount equal to 12 months of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount of the Executive’s previous yearBase Salary (but not as an employee), paid monthly in accordance with the Company’s bonus payroll practices in effect on the date of termination (the “Severance Payments”) for a period of 12 months following such termination (the “Severance Period”); provided that to the extent that the payment of any amount constitutes “nonqualified deferred compensation” for purposes of “Code Section 409A” (as defined in Section 21 hereof), any such payment scheduled to occur during the first sixty (60) days following such termination shall not be paid until the regularly scheduled pay period following the sixtieth (60th) day following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto; and provided, further, that payment of the Severance Payments shall immediately cease upon the Executive beginning any subsequent employment or consulting relationship during the Severance Period; and (iii) subject to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof and the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will reimburse the Executive for the monthly COBRA premium paid by the Executive for the Executive and the Executive’s eligible dependents (if any) until the earliest to occur of (A) the end of the Severance Period, (B) the date on which the Executive is no longer eligible for COBRA coverage, and (C) the date on which the Executive becomes eligible to participate in another plan that offers group health benefits (such reimbursement, the “COBRA Subsidy”) (the Severance Payments and the COBRA Subsidy, together, the “Severance Benefits”), such amount provided that the Company may modify the subsidized COBRA continuation coverage contemplated hereby to be paid in one lump sum the extent reasonably necessary to avoid the imposition of any excise taxes on the date Company for failure to comply with the Release becomes effectivenondiscrimination requirements of Section 105(h) of the Internal Revenue Code of 1986, subject to standard payroll deductions as amended; the Patient Protection and withholdingsAffordable Care Act of 2010, providedas amended; and/or the Health Care and Education Reconciliation Act of 2010, howeveras amended, that if the Release Review Period begins and in one tax year and ends in a later tax yeareach case, the regulations and guidance promulgated thereunder (to the extent applicable). During such time that the Executive is receiving any Severance Benefits, if (A) the Company discovers grounds constituting Cause existed prior to the Executive’s termination of employment, or (B) the Executive breaches any restrictive covenants set forth in Section 9 below, the Executive’s right to receive any Severance Benefits shall immediately cease and be forfeited, and the Executive shall immediately repay to the Company any Severance Benefits previously paid to the Executive. Any Severance Benefits provided in this Section 7(d) shall be in lieu of any termination or severance payments or benefits for which the Executive may be eligible under any of the plans, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation. For the avoidance of doubt, to the event that the Executive dies while receiving Severance Benefits under this Section 5.2(b) will be made following the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA7(d), the Company, as part remainder of this Agreement, will pay that portion of any amounts owed to the Executive shall be paid to the Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) monthsestate. (c) In the event Executive’s employment is terminated pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreement.

Termination by the Company Without Cause or by the Executive for Good Reason. If (ax) Employee shall not receive any of the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated pursuant to Section 4.2 by the Company other than for Cause, death or Disability (i.e., without Cause Cause) or (y) the Executive terminates employment with Good Reason, then the Executive shall be entitled to receive the following from the Company: (i) The amounts set forth in Section 7(a)(i); (ii) Within 10 days after the Date of Termination, a lump sum cash payment equal to the Highest Annual Bonus multiplied by the Executive for fraction obtained by dividing the number of days in the year through the Date of Termination by 365; (iii) Within 10 days after the Date of Termination, a lump sum cash payment in an amount equal to the sum of (A) the Executive’s Base Salary then in effect (determined without regard to any reduction in such Base Salary constituting Good Reason) and (B) the Highest Annual Bonus; (iv) For one year from the Date of Termination, the Company shall either (A) arrange to provide the Executive and his dependents, at the Company’s cost (except to the extent such cost was borne by the Executive prior to the Date of Termination), with life, disability, medical and dental coverage, whether insured or not insured, providing substantially similar benefits to those which the Executive and his dependents were receiving immediately prior to the Date of Termination, or (B) in lieu of providing such coverage, pay to the Executive as severance twelve months of his annual Base Salary then no less frequently than quarterly in effectadvance an amount which, together with an additional amount calculated by dividing by 365 after taxes, is sufficient for the number of days employed Executive to purchase equivalent benefits coverage referred to in the year of termination and multiplying that number by the amount of the Executive’s previous year’s bonus clause (if anyA), such amount to be paid in one lump sum on the date the Release becomes effective, subject to standard payroll deductions and withholdings, ; provided, however, that if the Release Review Period begins in one tax year and ends in a later tax year, the payments Company’s obligation under this Section 5.2(b7(b)(iv) shall be reduced to the extent that substantially similar coverages (determined on a benefit-by-benefit basis) are provided by a subsequent employer; (v) Any other additional benefits then due or earned in accordance with applicable plans and programs of the Company; and (vi) The Company will be made provide out-placement counseling assistance in the form of reimbursement of the reasonable expenses incurred for such assistance within the 12-month period following the date that the Release is effective that occurs in the later tax year Date of Termination. Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) monthsSuch reimbursement amount shall not exceed $40,000. (c) In the event Executive’s employment is terminated pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreement.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that If Executive’s employment is and this Employment Agreement are terminated pursuant to Section 4.2 by the Company without Cause or by the if Executive terminates his employment and this Employment Agreement for Good Reason, the Company shall pay Executive the Accrued Obligations in a single, lump-sum payment in accordance with applicable payroll laws but in no event longer than 45 days following such termination or, in the case of a Cash Incentive Plan payment, according to the terms of such plan. In addition, subject to Sections 6.0, 7.0 and 8.0, Executive as severance twelve months shall be entitled to receive the following: (i) an amount equal to the sum of his annual two year’s Base Salary then and two times Target Bonus (“Severance Payment”) which shall be payable as provided below; (ii) continued vesting of granted stock options and the continued right to exercise such stock options following the Termination Date for the shorter of a period of one year or the original expiration date of such option; (iii) continued vesting of restricted stock and restricted stock unit grants for a period of one year following the Termination Date (in effectthe case of unvested restricted stock or unvested restricted stock units subject to “cliff” vesting, together with an additional amount calculated by dividing by 365 the number of days employed shares or units in which the Executive shall vest shall be calculated based on a period from the start of the vesting period to the first anniversary of the Termination Date, as a percentage of the total vesting period); (iv) continued vesting of performance stock units for a period of one year following the Terminations Date with payment calculated based on a period from the start of termination the performance period to the Termination Date, as a percentage of the total performance period); and multiplying that number (v) continued medical, hospitalization, life insurance and disability benefits to which Executive was entitled at the Termination Date (any of which shall, to the extent required to avoid subjecting Executive to an additional tax under Section 409A of the Code or as otherwise determined by the amount Company in its discretion, be structured so as to require that Executive pay the premiums for such benefits on a timely basis, in which case the Company shall reimburse Executive for such premiums in accordance with Section 8.02 so that Executive is made whole on an after-tax basis) for a period of the lesser of 24 months following the Termination Date or the date Executive receives similar or comparable coverage from a new employer; provided, however, that the Company may unilaterally amend the foregoing clause (v) or eliminate the benefit provided thereunder to the extent it deems necessary to avoid the imposition of excise taxes, penalties or similar charges on the Company or any of its subsidiaries or affiliates, including, without limitation, under Code Section 4980D. All such additional payments and benefits under this Section 5.02 shall be conditional on Executive’s previous yeartimely execution and non-revocation of the Release (as defined in Section 7.0) and Executive’s bonus continued compliance with Section 11.0 (if anyReturn of Property), such amount Section 14.0 (Confidentiality), Section 15.0 (Work Product Assignment), and Section 16.0 (Covenant Not to Compete). Payment of the Severance Payment shall be paid made in one lump sum bi-weekly installments, in accordance with the regular payroll practices and procedures of the Company commencing on the first regularly scheduled payroll date the occurring after Executive’s Release becomes effective, subject to standard payroll deductions and withholdings, ; provided, however, that if the period during which Executive can consider and revoke the Release Review Period begins in one tax calendar year and ends in a later tax the subsequent calendar year, then payment of the payments under this Section 5.2(bSeverance Payment shall commence on the later of (a) will be made following the first regularly scheduled payroll date that occurring after Executive’s Release becomes effective, and (b) the Release is effective that occurs first regularly scheduled payroll date occurring in the later tax year subsequent calendar year. AdditionallyThe first such payment shall include any installments of the Severance Payment that would have been made on previous payroll dates but for the requirement that Executive execute a Release. The period, if any, during which Executive timely elects and remains his spouse and children are eligible for continued to continue their coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) months. (c) In the event Executive’s employment is terminated group health plans pursuant to Section 4.24980B of the Code (“COBRA”) shall run simultaneously with the period specified in clause (iv) (provided that nothing in such clause (iv) shall be deemed to extend such COBRA continuation period beyond the minimum period required by applicable law). For the avoidance of doubt, and not a termination of employment pursuant to Section 4.01(a) by notice of non-renewal by the Company for any reason other than Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to be deemed a non-qualified options on termination of employment by the 91st day following termination, provided it has not been exercised, subject to the terms Company without Cause for purposes of the applicable stock plan and option agreementthis Section 5.02.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of During the benefits pursuant to this Section 5.2 unless he executes a general release in favor of Term, if the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated pursuant to Section 4.2 by the Company without Cause as provided in Section 3(d), or the Executive terminates his/her employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive his/her Accrued Benefit. In addition, subject to (i) the Executive signing a separation agreement and release in a form and manner satisfactory to the Company, which shall include, without limitation, a general release of claims against the Company and all related persons and entities, a reaffirmation of all of the Executive’s Continuing Obligations, and, in the Company’s sole discretion, a twelve (12) month post-employment noncompetition agreement, and shall provide that if the Executive breaches any of the Continuing Obligations, all payments by the Company to the Executive pursuant to this Section 4(b) shall immediately cease (the “Separation Agreement and Release”), and (ii) the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement and Release), which shall include a seven (7) business day revocation period: (i) the Company shall pay the Executive a lump sum in cash in an amount equal to the sum of (A) twelve (12) months of the Executive’s current Base Salary plus (B) an amount equal to the Executive’s target bonus for the year in which such termination occurs pro-rated based on the portion of such year that the Executive was employed by the Company; and (ii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all time-based stock options and other stock-based awards subject to time-based vesting held by the Executive (including performance grants with a time-based vesting component but only if the applicable performance metric(s) have been achieved prior the Date of Termination) and which would have vested if he/she had remained employed for Good Reasonan additional nine (9) months following the Date of Termination (the “Time-Based Equity Awards”) shall immediately accelerate and become fully exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the Effective Date of the Separation Agreement and Release (the “Accelerated Vesting Date”); provided that any termination or forfeiture of any shares that may accelerate pursuant this subsection will be delayed until the Effective Date of the Separation Agreement and Release and will only occur if the vesting pursuant to this subsection does not occur due to the absence of the Separation Agreement and Release becoming fully effective within the time period set forth therein. Notwithstanding the foregoing, no additional vesting of the Time-Based Equity Awards shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date; and (iii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive as severance twelve a monthly cash payment for nine (9) months of his annual Base Salary then or the Executive’s COBRA health continuation period, whichever ends earlier, in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount equal to 100% of the Executive’s previous year’s bonus monthly COBRA premiums for himself/herself and his/her eligible dependents; and (if any), such amount iv) The amounts payable under this Section 4(b) shall be paid or commence to be paid in one lump sum on within 60 days after the date the Release becomes effective, subject to standard payroll deductions and withholdings, Date of Termination; provided, however, that if the Release Review Period 60-day period begins in one tax calendar year and ends in a later tax second calendar year, such payments shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Section 7 of this Agreement and fails to cure such breach (if curable) within 30 days following written notice of such breach from the CEO, all payments under this Section 5.2(b4(b) will may be made following the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of terminated by written notice to Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) months. (c) In the event Executive’s employment is terminated pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreement.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive The Company may terminate the Executive’s Continuous Service at any of time without Cause by written notice to the benefits pursuant Executive, and the Executive may terminate his Continuous Service for Good Reason immediately upon written notice to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that the Executive’s employment Continuous Service is terminated pursuant to Section 4.2 by the Company without Cause (other than due to the Executive’s death or by Disability), or the Executive terminates his Continuous Service for Good Reason, the Company Executive shall pay to Executive as severance twelve months of his annual Base Salary then in effectbe entitled to: (i) the Accrued Obligations, together with an additional amount calculated by dividing by 365 payable on the number of days employed first regular payday following the Termination Date, or in the year case of termination and multiplying that number by the amount of the Executive’s previous year’s bonus (if any)any benefits payable under any employee benefit plans, such amount to be paid in one lump sum on the date on which they are payable under those plans; (ii) the Release becomes effectiveTermination Year Bonus, subject payable within 2-1/2 months after the last day of the applicable Bonus Period in which the Termination Date occurs; (iii) the Severance Amount, payable in equal installments consistent with the Company’s normal payroll schedule during the two (2) year period following the Termination Date (the “Severance Period”); (iv) full and immediate vesting of all outstanding Equity Awards held by the Executive on the Termination Date; provided, however, that with respect to standard payroll deductions and withholdingsthe vesting of any Equity Awards that is based upon satisfaction of any performance criteria, providedvesting shall be determined as if the target goals that relate to such criteria had been achieved; provided further, however, that if the Release Review Period begins vesting of any such award is conditioned upon satisfaction of performance criteria required in order for the award to be exempt from the deduction limitations set forth in Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and the Committee has indicated at the time the award is made that it intends that the award so qualify, then the vesting of that award shall continue to be subject to satisfaction of that performance criteria; and (v) continuation of the health benefits provided to Executive and his covered dependents under the Company health plans as in effect from time to time after the Termination Date at the same cost applicable to active employees until the earlier of: (A) the expiration of the one tax (1) year and ends in period following the Termination Date, or (B) the date the Executive is eligible for health insurance benefits under a later tax yearplan maintained by any employer with whom the Executive may be employed following the Termination Date; provided, however, that as a condition of continuation of such benefits, the payments under this Section 5.2(b) will be made following Company may require the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) months. (c) In the event Executive’s employment is terminated elect to continue his health insurance pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreementCOBRA.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any If the employment of the benefits pursuant to this Section 5.2 unless he executes a general release in favor Executive should terminate by reason of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B termination (the “Release”1) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated pursuant to Section 4.2 by the Company without Cause for any reason other than Cause, death or Disability, or (2) by the Executive for Good Reason, then the Company shall pay to compensation and benefits for the Executive as severance twelve months follows: (i) any and all Base Salary, Incentive Bonus and any other compensation-related payments that have been earned, including pay in lieu of accrued, but unused, vacation, and unreimbursed expenses that are owed as of the date of his annual termination of employment that are related to any period of employment preceding his termination date (the “Accrued Obligations”). Any Incentive Bonus that is part of the Accrued Obligations shall be paid at the time provided for in Section 4. Any Accrued Obligations that are deferred compensation shall be payable in accordance with the terms and conditions of the applicable plan, program or arrangement. All other Accrued Obligations shall be paid within 30 days of the date of termination, or, if earlier, not later than the time required by applicable law; provided that payment in respect of any unpaid expenses shall be subject to submission of substantiation of such expenses in accordance with the Company’s applicable expense policy; (ii) an amount equal to the sum of (A) the Executive’s Base Salary then in effecteffect on the date of termination, together with plus (B) an additional amount calculated by dividing by 365 equal to the number Target Cash Bonus for which the Executive was eligible during the last completed fiscal year, regardless of days employed in whether the Executive actually received such Target Cash Bonus for that year, plus (C) the Target Cash Bonus for which the Executive is eligible for the year in which the termination of termination and multiplying that number employment occurs, prorated for the portion of such year during which the Executive was employed by the amount Company prior to the effective date of his termination of employment (the sum of items A, B and C constituting the “Severance Payment”); (iii) subject to the provisions of Section 8(e), the Severance Payment shall be made in a single, lump sum cash payment within 60 days following the effective date of the Executive’s previous year’s bonus termination of employment, or, if at the effective date of such termination, the Executive is a specified employee within the meaning of Section 409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended (if anythe “Code”), six months following the effective date of such amount termination; and (iv) to be paid the extent to which the Executive is eligible for and elects to receive continued coverage for himself and, if applicable, his eligible dependents under the Company’s medical and health benefits plan(s) in one lump sum on accordance with the date provisions of COBRA, for a period of 12 months following termination of the Release becomes effectiveExecutive’s employment (or, subject to standard payroll deductions and withholdingsif less, provided, however, for the period that if the Release Review Period begins in one tax year and ends in a later tax yearExecutive is eligible for such COBRA continuation coverage), the payments under this Section 5.2(bCompany shall pay for or reimburse the Executive on a monthly basis for the excess of (x) will be made following the date amount that the Release Executive is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for required to pay monthly to maintain such continued coverage under COBRA, COBRA over (y) the amount that the Executive would have paid monthly to participate in the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior medical and health benefits plans had he continued to the Separation Date for twelve (12) months. (c) In the event Executive’s employment is terminated pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms be an employee of the applicable stock plan and option agreementCompany.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of If the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated (A) by the Company without Cause or (B) by the Executive for Good Reason (in either case, other than a termination due to the Executive’s death or Disability), in addition to the Accrued Amounts, the Executive shall be entitled to receive as severance (subject to Section 7(d)) the amounts set forth in this Section 7(b), provided the Executive executes and does not revoke the Release as required by Section 7(d). (i) The Executive shall be entitled to an amount equal to the Executive’s annual base salary (as described in Section 5(a)), for a period equal to twelve (12) months (the “Severance Period”), payable starting on the sixtieth (60th) day following the date of such termination (but with the first payment being a lump sum payment covering all payment periods from the date of termination through the date of such first payment), in substantially equal installments in accordance with the Company’s payroll practices during the Severance Period following the date of such termination, subject to reduction pursuant to Section 4.2 6(h); (ii) To the extent performance objectives applicable to the Executive’s annual bonus in the year of termination (including any objectives applicable to the Company’s targeted budget) are earned as of the end of the relevant bonus period, the Executive shall be entitled to the annual bonus earned for the calendar year of such termination pursuant to Section 5(b) of this Agreement, pro-rated based on the number of days the Executive was actively employed by the Company during such bonus period, payable at the time such annual bonus would otherwise be paid in accordance with Section 5(b) of this Agreement; (iii) Continued full participation in the Company’s health and welfare benefit programs (including full reimbursement for all health, dental and vision expenses, but excluding participation in the Company’s short- or long-term disability plans) for a period of twelve (12) months following the Executive’s termination date (for the avoidance of doubt, this continuation period shall run concurrently with any required continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”)); provided that the Company’s obligation to make any payment pursuant to this provision shall cease upon the date the Executive became eligible for coverage under the health plan of a future employer (regardless of whether the Executive elects such coverage) and the Executive shall promptly notify the Company of his eligibility for any such coverage; (iv) Subject to Section 7(b)(v), if any Restricted Stock Units referenced in Section 5(c)(ii) remain unvested at the time of such termination, the next installment of the Restricted Stock Units that would have vested on the next scheduled vesting date shall vest as of the date of termination and the balance of any unvested Restricted Stock Units shall be forfeited. Also, if any awards issued to the Executive under the Stock Plan as to which vesting depends upon the satisfaction of one or more performance conditions remain unvested at the time of such termination, a prorated portion of the performance-vesting awards shall remain outstanding and eligible to vest based on actual performance through the last day of the applicable performance period, based on the number of days during the applicable performance period that the Executive was employed. Any performance-vesting awards that are earned based on actual performance will vest and settle as provided in the applicable award agreement. (v) If such termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason, Reason occurs within the Company shall pay to Executive as severance twelve months of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount of the Executive’s previous year’s bonus (if any), such amount to be paid in one lump sum on the date the Release becomes effective, subject to standard payroll deductions and withholdings, provided, however, that if the Release Review Period begins in one tax year and ends in a later tax year, the payments under this Section 5.2(b) will be made following the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) months. month period following a Change in Control (cas such term is defined in the Stock Plan), (A) In any Restricted Stock Units referenced in Section 5(c)(ii) which are not vested at the event Executive’s employment is terminated time of such termination shall immediately become vested and (B) any other awards granted to the Executive pursuant to Section 4.2, the Stock Plan as to which vesting depends upon the satisfaction of one or more performance conditions and which are not for Cause, death or Disability, all unvested equity awards vested at the time of termination shall immediately become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options based on actual performance through the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreementtermination date.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive The Company may terminate this Agreement and Executive’s employment at any of time without Cause, and the benefits Executive may terminate this Agreement and his employment for Good Reason. If this Agreement and Executive’s employment with the Company is terminated by the Company pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated pursuant to Section 4.2 by the Company without 5.3 for reasons other than Cause or by the Executive pursuant to this Section 5.3 for Good Reason, and such termination does not result from the Executive’s death or disability under Section 4, Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than the Accrued Benefit, and the following payments and benefits (the “Severance”): (a) an additional 9 months of an Annual Salary of $200,000 in the form of salary continuation over the 9-month period following the effective date of the termination of employment; (b) a monthly cash payment equal to the monthly employer contribution the Company shall pay would have made to provide Executive group health, dental and all other insurance coverages to Executive as severance twelve months and his family, pursuant to COBRA, if eligible and elected, for a period of his annual Base Salary then in effect9 months, together with an additional amount calculated by dividing by 365 or until the number of days employed in the year of termination and multiplying that number by the amount expiration of the Executive’s previous yearCOBRA continuation period, if earlier; provided that after expiration of the relevant COBRA payment period above, the Company will allow Executive to continue such coverage at his own expense for the remainder of any COBRA continuation period pursuant to applicable law and Executive shall notify the Company immediately upon acceptance of employment with another employer; and (c) accelerated vesting of all unvested stock options or equity awards; The amounts due under Sections 5.3(a) and (b) shall not be paid or given unless Executive executes a customary agreement releasing all claims against the Company (in the form acceptable to the Company) (the “Release Agreement”) and the Release Agreement becomes enforceable and irrevocable within 60 days following the date on which the termination of Executive’s bonus (if any), such amount employment becomes effective. The salary continuation due under Section 5.3(a) shall commence to be paid in one lump sum to Executive on the first payroll date following the date the Release Agreement becomes effective, subject to standard payroll deductions enforceable and withholdingsirrevocable, provided, however, that if the 60-day period in which the Release Review Period Agreement is required to become effective and enforceable begins in one tax calendar year and ends in a later tax the following calendar year, the payments under this Section 5.2(b) will salary continuation shall be made paid in the second calendar year; provided further that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the effective date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) monthstermination. (c) In the event Executive’s employment is terminated pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreement.

Termination by the Company Without Cause or by the Executive for Good Reason. (ai) Employee shall not receive any of If the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated pursuant to Section 4.2 during the Term by the Executive for Good Reason or by the Company without Cause (and not by reason of a termination by the Company for Cause or by reason of the Executive for Good ReasonExecutive’s death or Disability), then, in addition to the Accrued Rights, the Company shall pay to the Executive as a lump sum cash severance twelve months of his annual payment equal to the Base Salary then in effectSalary, together with an additional amount calculated by dividing by 365 to the number of days extent not previously paid, that would have been payable to the Executive had the Executive remained employed in the year of termination and multiplying that number by the amount Company through the end of the Executive’s previous year’s bonus (if any)Term, such amount plus, to be paid in one lump sum on the date the Release becomes effective, subject to standard payroll deductions and withholdings, provided, however, that if the Release Review Period begins in one tax year and ends in a later tax yearextent not previously paid, the payments under this minimum guaranteed bonuses set forth in Section 5.2(b) will be made following 5(c). If the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) months. (c) In the event Executive’s employment is terminated pursuant to Section 4.2, during the first six (6) months following the Term by the Executive for Good Reason or by the Company without Cause (and not by reason of a termination by the Company for Cause, Cause or by reason of the Executive’s death or Disability), then, in addition to the Accrued Rights, the Company shall pay to the Executive a lump sum cash severance payment equal to the minimum guaranteed bonus set forth in the second sentence in Section 5(c), to the extent not previously paid. The lump sum payment described in the preceding sentences shall be paid to the Executive within thirty (30) days following the Date of Termination; provided that the Executive has executed (within twenty-one (21) days following the Date of Termination) the waiver and general release of claims agreement in a form attached to this Agreement as Exhibit A. (ii) Upon a termination of employment described in Section 6(c)(i), the Executive shall also be entitled to receive, to the extent not previously paid, the LTIP Payment, payable to the Executive within thirty (30) days following the Date of Termination, payment of which shall be deemed to satisfy all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable obligations of the Company and/or Parent to the Executive under the LTIP and any ISO’s issued award agreement entered into there under. (iii) Upon a termination of employment described in Section 6(c)(i), the Executive shall also be entitled to receive the benefits described in Section 5(e), that would have been received by the Executive will automatically convert to a non-qualified options on had the 91st day following termination, provided it has not been exercised, subject to Executive remained employed by the terms Company through the end of the applicable stock plan Term. (iv) For the avoidance of doubt, following the Executive’s termination of employment by the Executive for Good Reason or by the Company without Cause (and option agreementnot by reason of the Executive’s death, Disability or a termination by the Company for Cause), the Executive shall have no further rights to any compensation or any other benefits from the Company or Parent, except as set forth in this Section 6(c).

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of The Company may terminate the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment without Cause and the Executive may terminate his employment for Good Reason. If the Executive’s employment with the Company is terminated pursuant to Section 4.2 by the Company without Cause (excluding any termination due to the Executive’s death or Disability) or by the Executive for Good ReasonReason (other than within 24 months of the Change in Control Date, in which event Section 7(b)(v) shall apply), then the Company shall will pay the Executive: (A) all Accrued Compensation; (B) any deferred compensation; (C) a severance payment equal to Executive as severance twelve months two times the sum of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount of (x) the Executive’s previous year’s bonus highest Base Salary during the three-year period immediately preceding the Termination Date (or during the period the Executive was employed by the Company, if anyshorter than three years) and (y) the average of the annual bonuses awarded to the Executive pursuant to Section 3(b) above during the three-year period immediately preceding the Termination Date (or during the period the Executive was employed by the Company, if shorter than three years), such amount to . The severance pay provided for in this section shall be paid to the Executive in one lump sum twenty-four (24) equal monthly installments on the date first business day of each month following the Release becomes effective, subject to standard payroll deductions and withholdings, provided, however, Termination Date except that if the Release Review Period begins in one tax year and ends in a later tax year, first payment shall not be sooner than the payments under this Section 5.2(b) will be made eighth day following the date that on which the Release is effective that occurs Executive delivers to the Company the release referred to in Section 7(b)(ii)(F) below. (D) directly, or by reimbursing the later tax year . AdditionallyExecutive for, if Executive timely elects and remains eligible the monthly premium for continued continuation coverage under COBRAthe Company’s health and dental insurance plans, to the same extent that such insurance is provided to persons currently employed by the Company, provided that the Executive makes a timely election for such continuation coverage under the Consolidate Omnibus Budget Reconciliation Act of 1985 (“COBRA”). The “qualifying event” under COBRA shall be deemed to have occurred on the Termination Date. The Company’s obligation under this paragraph shall end 18 months after the Termination Date or at such earlier date as part the Executive becomes eligible for comparable coverage under another employer’s group coverage. The Executive agrees to notify the Company promptly and in writing of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior any new employment and to make full disclosure to the Separation Date for twelve (12) monthsCompany of the health and dental insurance coverage available to him through such new employment. (cE) In directly, or by reimbursing the event Executive’s employment is terminated Executive for, the monthly premium to continue the life insurance provided for in Section 6(b) for 18 months following the Termination Date. (F) The Company shall not be obligated to make the payments otherwise provided for in Sections 7(b)(ii)(B), (C), (D) and (E) unless the Executive provides to the Company, and does not revoke, a general release of claims in a form satisfactory to the Company. (G) The Company shall not be obligated to make the payments otherwise provided for in Sections 7(b)(ii)(B), (C), (D) and (E) upon a good faith finding by the Board of a material breach of the Confidentiality, Non-Competition/Non-Solicitation and Work Product Agreement incorporated by Section 8 and the Executive shall return all previous payments made to him pursuant to Sections 7(b)(ii)(B), (C), (D) and (E) after the date on which the Executive materially breached the Confidentiality, Non-Competition/Non-Solicitation and Work Product Agreement incorporated by Section 4.28. (H) Notwithstanding any other provision with respect to the timing of payments under Sections 7(b)(ii)(B), (C), (D) and (E), to the extent that the Executive is deemed to be a “key employee” within the meaning of Code Section 416(i), any payments to which the Executive may become entitled under Sections 7(b)(ii) (B), (C), (D) and (E) will not for Causecommence until the first business day of the seventh month following the Termination Date, death or Disability, all unvested equity awards at which time the Executive shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued be paid an aggregate amount equal to seven monthly payments otherwise due to the Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to under the terms of Sections 7(b)(ii)(B), (C), (D) and (E). Commencing on the applicable stock plan first business day of the eighth month following the Termination Date and option agreementcontinuing each month thereafter, the Executive shall be paid the regular monthly payment otherwise due to the Executive in accordance with the terms of Sections 7(b)(ii) (B), (C), (D) and (E).

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive The Company may terminate this Agreement and Executive’s employment at any of time without Cause, and the benefits Executive may terminate this Agreement and his employment for Good Reason. If this Agreement and Executive’s employment with the Company is terminated by the Company pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated pursuant to Section 4.2 by the Company without 5.3 for reasons other than Cause or by the Executive pursuant to this Section 5.3 for Good Reason, and such termination does not result from the Executive’s death or disability under Section 4, Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than the Accrued Benefit, and the following payments and benefits (the “Severance”): (a) an additional 9 months of an Annual Salary of $150,000 in the form of salary continuation over the 9-month period following the effective date of the termination of employment; (b) a monthly cash payment equal to the monthly employer contribution the Company shall pay would have made to provide Executive group health, dental and all other insurance coverages to Executive as severance twelve months and his family, pursuant to COBRA, if eligible and elected, for a period of his annual Base Salary then in effect9 months, together with an additional amount calculated by dividing by 365 or until the number of days employed in the year of termination and multiplying that number by the amount expiration of the Executive’s previous yearCOBRA continuation period, if earlier; provided that after expiration of the relevant COBRA payment period above, the Company will allow Executive to continue such coverage at his own expense for the remainder of any COBRA continuation period pursuant to applicable law and Executive shall notify the Company immediately upon acceptance of employment with another employer; and (c) accelerated vesting of all unvested stock options or equity awards; The amounts due under Sections 5.3(a) and (b) shall not be paid or given unless Executive executes a customary agreement releasing all claims against the Company (in the form acceptable to the Company) (the “Release Agreement”) and the Release Agreement becomes enforceable and irrevocable within 60 days following the date on which the termination of Executive’s bonus (if any), such amount employment becomes effective. The salary continuation due under Section 5.3(a) shall commence to be paid in one lump sum to Executive on the first payroll date following the date the Release Agreement becomes effective, subject to standard payroll deductions enforceable and withholdingsirrevocable, provided, however, that if the 60-day period in which the Release Review Period Agreement is required to become effective and enforceable begins in one tax calendar year and ends in a later tax the following calendar year, the payments under this Section 5.2(b) will salary continuation shall be made paid in the second calendar year; provided further that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the effective date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) monthstermination. (c) In the event Executive’s employment is terminated pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreement.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of During the benefits pursuant to this Section 5.2 unless he executes a general release in favor of Term, if the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated pursuant to Section 4.2 by the Company without Cause as provided in Section 3(d), or the Executive terminates his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive his Accrued Benefit. In addition, subject to (i) the Executive signing a separation agreement in a form provided by the Company (the “Separation Agreement and Release”), which the Executive for Good Reasonshall have seven (7) business days to rescind acceptance of upon signing and which shall include, without limitation, a general release of claims, a reaffirmation of the Executive’s Restrictive Covenants Agreement and/or new restrictive covenants provisions, and a statement that if the Executive breaches any provision of the Restrictive Covenants Agreement or other restrictive covenants then in effect, all payments of the Severance Amount (as defined below) shall immediately cease, and (ii) the Separation Agreement and Release becoming irrevocable, all within the time frame set forth in the Separation Agreement and Release but in no event later than 60 days after the Date of Termination: (i) the Company shall pay the Executive an amount equal to nine (9) months of the Executive’s Base Salary (the “Severance Amount”); and (ii) subject to the Executive’s copayment of premium amounts at the active employees’ rate and the Executive’s proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay the monthly employer contribution that the Company would have made to provide health insurance to the Executive as severance twelve months of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 if the number of days Executive had remained employed in the year of termination and multiplying that number by the amount Company until the earliest of (A) the nine (9) month anniversary of the Date of Termination; (B) the Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s previous year’s bonus continuation rights under COBRA; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (if anyincluding, without limitation, Section 2716 of the Public Health Service Act), then the Company will convert such amount payments to payroll payments directly to the Executive for the time period specified above. Such payments shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA. The amounts payable under this Section 4(b) shall be paid out in one lump sum on substantially equal installments in accordance with the date Company’s payroll practice over nine (9) months commencing within 60 days after the Release becomes effective, subject to standard payroll deductions and withholdings, Date of Termination; provided, however, that if the Release Review Period 60-day period begins in one tax calendar year and ends in a later tax second calendar year, the payments under this Section 5.2(b) will Severance Amount shall begin to be made paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the date that the Release is effective that occurs in the later tax year Date of Termination. Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) months. (c) In the event Executive’s employment is terminated Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreement1.409A-2(b)(2).

Termination by the Company Without Cause or by the Executive for Good Reason. If (ax) Employee shall not receive any of the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated pursuant to Section 4.2 by the Company other than for Cause, death or Disability (i.e., without Cause Cause) or (y) the Executive terminates employment with Good Reason, then the Executive shall be entitled to receive the following from the Company: (i) The amounts set forth in Section 7(a)(i); (ii) Within 10 days after the Date of Termination, a lump sum cash payment equal to the Highest Annual Bonus multiplied by the Executive for fraction obtained by dividing the number of days in the year through the Date of Termination by 365; (iii) Within 10 days after the Date of Termination, a lump sum cash payment in an amount equal to the sum of (A) the Executive’s Base Salary then in effect (determined without regard to any reduction in such Base Salary constituting Good Reason) and (B) the Highest Annual Bonus; (iv) For one year from the Date of Termination, the Company shall either (A) arrange to provide the Executive and his dependents, at the Company’s cost (except to the extent such cost was borne by the Executive prior to the Date of Termination, and further, to the extent that such post-termination coverages are available under the Company’s plans), with life, disability, medical and dental coverage, whether insured or not insured, providing substantially similar benefits to those which the Executive and his dependents were receiving immediately prior to the Date of Termination, or (B) in lieu of providing such coverage, pay to the Executive as severance twelve months of his annual Base Salary then no less frequently than quarterly in effectadvance an amount which, together with an additional amount calculated by dividing by 365 after taxes, is sufficient for the number of days employed Executive to purchase equivalent benefits coverage referred to in the year of termination and multiplying that number by the amount of the Executive’s previous year’s bonus clause (if anyA), such amount to be paid in one lump sum on the date the Release becomes effective, subject to standard payroll deductions and withholdings, ; provided, however, that if the Release Review Period begins in one tax year and ends in a later tax year, the payments Company’s obligation under this Section 5.2(b7(b)(iv) shall be reduced to the extent that substantially similar coverages (determined on a benefit-by-benefit basis) are provided by a subsequent employer; (v) Any other additional benefits then due or earned in accordance with applicable plans and programs of the Company; and (vi) The Company will be made provide out-placement counseling assistance in the form of reimbursement of the reasonable expenses incurred for such assistance within the 12-month period following the date that the Release is effective that occurs in the later tax year Date of Termination. Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) monthsSuch reimbursement amount shall not exceed $40,000. (c) In the event Executive’s employment is terminated pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreement.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of If the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated pursuant to Section 4.2 by the Company without Cause or by the Executive for Good Reason, then the Company shall pay the Executive the Accrued Benefit. In addition, the Executive will receive (i) a lump sum payment equal to Executive as severance the sum of twelve (12) months of his annual the Executive’s then current Base Salary then in effectSalary, together with an additional amount calculated by dividing by 365 the number of days employed in any then-unpaid bonus from a prior calendar year, and a pro rata target bonus for the year of termination at target level, (ii) the Company will pay the COBRA premiums for Executive and multiplying his eligible dependents for a period of twelve (12) months following termination, and (iii) accelerated vesting with respect to the time-vesting requirements of 20% of any then unvested equity that number by had been granted prior to the amount date of termination (including, if applicable, the Retention Equity Grant) (the “Severance”); provided that the Executive has signed a general release of claims in substantially the form attached as Exhibit B hereto (the “Release”), the Release has become effective, and the Executive has not breached any of his post-employment contractual obligations to the Company. The Severance payment shall be made within 60 days of the Executive’s previous year’s bonus (if any)termination date, such amount to be paid in one lump sum on the date provided the Release becomes effective, subject to standard payroll deductions and withholdings, is effective at such time; provided, howeverfurther, that if the period during which the Release Review Period begins in one tax year could become effective and ends in a later tax yearirrevocable spans two calendar years, the payments under this Section 5.2(b) will Severance shall not be made following the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying paid prior to the Separation Date for first payroll date in the second calendar year. In addition, in the event such termination occurs within six (6) months prior to or twelve (12) months. months following a Sale Event (cas defined in the Public Plan) In then the event Executive will be eligible to receive (i) a lump sum payment equal to the sum of eighteen (18) months of the Executive’s employment is terminated pursuant to Section 4.2then current Base Salary, any then-unpaid bonus from a prior calendar year, and not a pro rata target bonus for Causethe year of termination at target level, death or Disability, (ii) 100% of all unvested equity awards shall become fully vestedthat had been granted prior to the date of termination (including, all unvested stock options if applicable, the Retention Equity Grant) shall become fully vested and exercisable (iii) the Company will pay the COBRA premiums for Executive and his eligible dependents for a period of eighteen (18) months following termination (the “Enhanced Severance”); provided that the Executive has signed the Release, the Release has become effective, and the Executive has not breached any ISOof his post-employment contractual obligations to the Company. The Enhanced Severance payment shall be made within 60 days of the Executive’s issued to Executive will automatically convert to a non-qualified options on the 91st day following terminationtermination date, provided it has the Release is effective at such time; provided, further, that if the period during which the Release could become effective and irrevocable spans two calendar years, the Enhanced Severance shall not been exercised, subject be paid prior to the terms first payroll date in the second calendar year. For the avoidance of doubt, the consummation of the applicable stock plan and option agreementSPAC Transaction shall not constitute a Sale Event.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (bi) In the event that the Executive’s employment hereunder is (x) terminated pursuant to Section 4.2 by the Company without Cause Cause, other than due to Disability or by death or (y) the Executive resigns for Good Reason, the Company Executive shall pay be entitled to receive: (A) payment of the Accrued Amounts as soon as reasonably practicable, but no later than thirty (30) days, following the Termination Date; (B) any amounts or benefits to which the Executive as severance twelve months is then entitled under the terms of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number benefit plans then-sponsored by the amount Company in accordance with their terms (and not accelerated to the extent acceleration does not satisfy Section 409A of the Code); and (C) subject to (x) the Executive’s previous yearsatisfaction of the Release Requirements and (y) the Executive’s bonus continued compliance with the Restrictive Covenants: (if any), such amount to be paid 1) continued payment of Base Salary at the annualized rate in one lump sum effect on the date Termination Date for a period of: (A) if the Release becomes effectiveTermination Date does not occur within the Change in Control Period, subject twelve (12) months following the Termination Date; or (B) if the Termination Date does occur within the Change in Control Period, eighteen (18) months following the Termination Date, in either case payable in accordance with the Company’s usual and customary payroll practices; (2) payment of the Target Annual Bonus Opportunity in effect on the Termination Date, payable in equal monthly installments over a period of: (A) twelve (12) months following the Termination Date if the Termination Date does not occur within the Change in Control Period; or (B) eighteen (18) months following the Termination Date if the Termination Date does occur within the Change in Control Period, in either case payable in accordance with the Company’s usual and customary payroll practices; and (3) provided the Executive is eligible for and timely elects to standard payroll deductions and withholdingscontinue receiving group medical insurance under COBRA, pay (but in no event for longer than eighteen (18) months following the Executive’s Termination Date) for such COBRA coverage (the “COBRA Amount”); provided, however, that if the Release Review Period begins in one tax year Executive becomes re-employed with another employer and ends in becomes eligible for medical insurance coverage under a later tax yearplan maintained by such employer, the payments under Executive shall be obligated to provide the Company with written notice of his new employment within five (5) business days of obtaining such new employment and the reimbursement by the Company of the COBRA Amount shall cease and the Company shall have no further obligation in connection therewith; and provided, further, that if the Company’s provision of the COBRA Amount will violate the nondiscrimination requirements of applicable law, this Section 5.2(bbenefit will not apply. (ii) will Payments to be made under Section 10(c)(i)(C) (the “Severance Payments”) shall be provided or shall commence on the 60th day after the Termination Date (the “Release Date”), provided that, as of the 50th day after the Termination Date, the Release Requirements are satisfied. If the Release Requirements are not satisfied as of the 50th day after the Termination Date (and the Release has been provided to the Executive as of the Termination Date), then the Executive shall not be entitled to any payments or benefits under the foregoing subsections and the Company and its Affiliates shall have no further obligations in connection therewith. If the Release Requirements are satisfied, then the portion of the Severance Payments which would otherwise have been paid during the period between the Termination Date and the Release Date shall instead be paid as soon as reasonably practicable following the date that the Release is effective that occurs in the later tax year Date. Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part For purposes of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) months. (c) In the event Executive’s employment is terminated pursuant to Section 4.2“Release Requirements” shall be satisfied if, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms as of the applicable stock plan date, the Executive has executed a general release of claims against the Company and option agreementits Affiliates in substantially the form attached hereto as Exhibit A and the revocation period required by applicable law has expired without the Executive’s revocation of such release.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s employment for Good Reason as provided in Section 3(e), then the Company shall not receive any of pay the benefits pursuant to this Section 5.2 unless he executes a general release in favor of Executive the CompanyAccrued Benefit. In addition, in a form acceptable subject to the Company and Executive signing a separation agreement in substantially similar to the form attached hereto as Schedule B Exhibit A (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the consideration period specified therein (time frame set forth in the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Separation Agreement and Release but in no event more than 60 days after the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein.Date of Termination: (bi) In the event that Executive’s employment is terminated pursuant to Section 4.2 by the Company without Cause or by the Executive for Good Reason, the Company shall pay the Executive an amount equal to Executive as severance twelve nine months of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount of the Executive’s previous year’s bonus Base Salary (if anythe “Severance Amount”); provided in the event the Executive is entitled to any payments pursuant to the Restrictive Covenants Agreement (as defined below), the Severance Amount received in any calendar year will be reduced by the amount the Executive is paid in the same such calendar year pursuant to the Restrictive Covenants Agreement (the “Restrictive Covenants Agreement Setoff”); and (ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and (iii) the amounts payable under Section 4(b)(i) and (ii), to the extent taxable, shall be paid out in one lump sum substantially equal installments in accordance with the Company’s payroll practice over nine months commencing on the first payroll date following the effective date of the Separation Agreement and Release becomes effectiveand, subject to standard payroll deductions and withholdingsin any case, within 60 days after the Date of Termination; provided, however, that if the Release Review Period 60-day period begins in one tax calendar year and ends in a later tax second calendar year, the payments under this Section 5.2(b) will be made following the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior Severance Amount to the Separation Date for twelve (12) months. (c) In the event Executive’s employment is terminated pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a extent it qualifies as “non-qualified options on deferred compensation” within the 91st meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day following terminationof such 60-day period; provided, provided it has not been exercisedfurther, subject that the initial payment shall include a catch-up payment to cover amounts retroactive to the terms day immediately following the Date of the applicable stock plan and option agreementTermination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive The Company may terminate the Executive’s employment under this Agreement at any time without Cause and the Executive may terminate his employment with Good Reason. For purposes of this Agreement, “Good Reason” means the occurrence of any of the benefits pursuant following events without the Executive's prior written consent: (i) the failure of the Executive to this be appointed to the position set forth in Section 5.2 unless he executes 1, if not promptly cured after written notice; (ii) a general release in favor reduction by the Company of the Executive's Base Salary or Target Bonus percentage, except for an across-the-board salary reduction affecting all senior executives of the Company, in ; (iii) a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. relocation of Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company propertyprincipal place of employment by more than fifty (50) miles; complying with his post (iv) a termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated pursuant to Section 4.2 by the Company without Cause or by the Executive for Good Reason, the Company shall pay to Executive as severance twelve months of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount of the Executive’s previous yearemployment by the Company or the Executive with OnCore for any reason during the period from April 1, 2016 until April 30, 2016 and (v) a substantial and adverse change to the Executive’s bonus (if any), such amount to be paid in one lump sum on the date the Release becomes effective, subject to standard payroll deductions duties and withholdings, provided, however, that if the Release Review Period begins in one tax year and ends in a later tax year, the payments under this Section 5.2(b) will be made following the date that the Release is effective that occurs in the later tax year responsibilities. Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part For purposes of this Agreement, will pay termination for Good Reason requires Executive to comply with the “Good Reason Process,” which means that portion (i) the Executive reasonably determines in good faith that a Good Reason condition has occurred; (ii) the Executive notifies the Company in writing of Executivethe first occurrence of the Good Reason condition within 30 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s COBRA premiums it was paying prior efforts, for a period of not less than 30 days following that notice (the “Cure Period”) to remedy the Separation Date for twelve condition; (12iv) months. notwithstanding the Company’s efforts, the Good Reason condition continues to exist; and (cv) In the event Executive terminates his employment within 30 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason is deemed not to have occurred. Any termination by the Company of the Executive’s employment is terminated pursuant to under this Agreement that does not constitute a termination for Cause under Section 4.2, 4(c) and does not for Cause, result from the death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms disability of the applicable stock plan and option agreementExecutive under Section 4(a) or (b) is a termination without Cause.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of If the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated (A) by the Company without Cause or (B) by the Executive for Good Reason (in either case, other than a termination due to the Executive’s death or Disability), in addition to the Accrued Amounts, the Executive shall be entitled to receive as severance (subject to Section 7(d)) the amounts set forth in this Section 7(b), provided the Executive executes and does not revoke the Release as required by Section 7(d). (i) The Executive shall be entitled to an amount equal to the Executive’s annual base salary (as described in Section 5(a)), for a period equal to twelve (12) months (the “Severance Period”), payable starting on the sixtieth (60th) day following the date of such termination (but with the first payment being a lump sum payment covering all payment periods from the date of termination through the date of such first payment), in substantially equal installments in accordance with the Company’s payroll practices during the Severance Period following the date of such termination, subject to reduction pursuant to Section 4.2 6(h); (ii) To the extent performance objectives applicable to the Executive’s annual bonus in the year of termination (including any objectives applicable to the Company’s targeted budget) are earned as of the end of the relevant bonus period, the Executive shall be entitled to the annual bonus earned for the calendar year of such termination pursuant to Section 5(b) of this Agreement, pro-rated based on the number of days the Executive was actively employed by the Company during such bonus period, payable at the time such annual bonus would otherwise be paid in accordance with Section 5(b) of this Agreement; (iii) Continued full participation in the Company’s health and welfare benefit programs (including full reimbursement for all health, dental and vision expenses, but excluding participation in the Company’s short or long-term disability plans) for a period of twelve (12) months following the Executive’s termination date (for the avoidance of doubt, this continuation period shall run concurrently with any required continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”); provided that the Company’s obligation to make any payment pursuant to this provision shall cease upon the date the Executive became eligible for coverage under the health plan of a future employer (regardless of whether the Executive elects such coverage) and the Executive shall promptly notify the Company of his eligibility for any such coverage; (iv) Subject to Section 7(b)(v), if any Restricted Stock Units referenced in Section 5(c)(ii) remain unvested at the time of such termination, the next installment of the Restricted Stock Units that would have vested on the next scheduled vesting date shall vest as of the date of termination and the balance of any unvested Restricted Stock Units shall be forfeited. Also, if any awards issued to the Executive under the Stock Plan as to which vesting depends upon the satisfaction of one or more performance conditions remain unvested at the time of such termination, a prorated portion of the performance-vesting awards shall remain outstanding and eligible to vest based on actual performance through the last day of the applicable performance period, based on the number of days during the applicable performance period that the Executive was employed. Any performance-vesting awards that are earned based on actual performance will vest and settle as provided in the applicable award agreement. (v) If such termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason, Reason occurs within the Company shall pay to Executive as severance twelve months of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount of the Executive’s previous year’s bonus (if any), such amount to be paid in one lump sum on the date the Release becomes effective, subject to standard payroll deductions and withholdings, provided, however, that if the Release Review Period begins in one tax year and ends in a later tax year, the payments under this Section 5.2(b) will be made following the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) months. month period following a Change in Control (cas such term is defined in the Stock Plan), (A) In any Restricted Stock Units referenced in Section 5(c)(ii) which are not vested at the event Executive’s employment is terminated time of such termination shall immediately become vested and (B) any other awards granted to the Executive pursuant to Section 4.2, the Stock Plan as to which vesting depends upon the satisfaction of one or more performance conditions and which are not for Cause, death or Disability, all unvested equity awards vested at the time of termination shall immediately become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options based on actual performance through the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreementtermination date.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to If the Company and substantially similar to shall terminate the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated before a Change in Control (as defined in Section 6(e)) other than for death, Disability pursuant to Section 4.2 by the Company without Cause 5(b) or by Cause, or if the Executive terminates his employment before a Change in Control for Good Reason, then the Company shall shall, within ten (10) days of the Date of Termination, pay to the Executive as severance twelve months any earned but unpaid installment of his annual Base Salary through the Date of Termination at the rate then in effect, together any accrued but unused vacation benefit and any other accrued and unpaid amounts due to the Executive under Section 4. In addition, subject to compliance with an additional amount calculated by dividing by 365 Section 6(f), upon the number Executive’s termination, the Executive shall be entitled to receive: (i) a severance benefit equal to the product of days employed one (1) and the Executive’s Base Salary at the rate then in effect; such benefit to be paid in equal or nearly equal installments, in accordance with the year Company’s regular payroll practices, for twelve (12) months beginning on the first day of termination and multiplying the month coincident with or next following the date that number by is six months after the amount Date of Termination; provided, however, that such installments shall begin on the first day of the month coincident with or next following the Date of Termination if the Company determines that such payments are not deferred compensation that is subject to Section 409A of the Code; (ii) a lump sum payment equal to the Pro Rata Portion of the Executive’s previous year’s bonus Maximum Bonus (if anyas such terms are defined in Section 6(a), ); such amount payment to be paid in one lump sum made on the first day of the month coincident with or next following the date that is six months after the Release becomes effectiveDate of Termination; provided, however, that such payment shall be made on the first day of the month coincident with or next following the Date of Termination if the Company determines that such payment is not deferred compensation that is subject to standard payroll deductions Section 409A of the Code; (iii) continued participation of the Executive and withholdingshis dependents in Company-provided medical or health insurance of benefit plans, at no cost to the Executive, for twelve (12) months after the Date of Termination; provided, however, that if the Release Review Period begins in one tax year and ends in a later tax year, the payments under this Section 5.2(b) will be made following the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) months. (c) In the event Executive’s employment is terminated pursuant to Section 4.2, and not for Cause, death applicable law or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of such plan prohibits the applicable continued participation of the Executive of his dependents for all or part of such period, the Company shall make a cash payment to the Executive that is sufficient, on an after-tax basis, to allow the Executive to obtain insurance that provides substantially the same benefits as the Company-provided medical or health insurance or benefit plan; and (iv) all of the Executive’s outstanding options, restricted stock plan awards and option agreementany other equity rights granted by the Company to the Executive shall be vested or exercisable, as applicable, and any such awards that include an exercise period shall remain exercisable until the earlier of the expiration date of such award or the third anniversary of the Date of Termination.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any Within 24 Months of Change in Control Date. If the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment with the Company is terminated pursuant to Section 4.2 by the Company without Cause (excluding any termination due to the Executive’s death or Disability) or by the Executive for Good ReasonReason and in either case the Termination Date occurs within twenty-four (24) months of the Change in Control Date, then the Company shall will pay or reimburse the Executive: (A) all Accrued Compensation; (B) any deferred compensation; (C) a severance payment equal to Executive as severance twelve months two times the sum of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount of (x) the Executive’s previous year’s bonus highest Base Salary during the three-year period immediately preceding the Change in Control Date (or during the period the Executive was employed by the Company, if anyless than three years prior to the Change in Control Date) and (y) the average of the annual bonuses awarded to the Executive pursuant to Section 3(b) above during the three-year period immediately preceding the Change in Control Date (or during the period the Executive was employed by the Company, if shorter than three years), such amount to . The severance pay provided for in this section shall be paid to the Executive in one lump sum twenty-four (24) equal monthly installments on the date first business day of each month following the Release becomes effective, subject to standard payroll deductions and withholdings, provided, however, Termination Date except that if the Release Review Period begins in one tax year and ends in a later tax year, first payment shall not be sooner than the payments under this Section 5.2(b) will be made eighth day following the date on which the Executive delivers to the Company the release referred to in Section 7(b)(v)(F) below. (D) directly, or by reimbursing the Executive for, the monthly premium for continuation coverage under the Company’s health and dental insurance plans, to the same extent that such insurance is provided to persons currently employed by the Company, provided that the Release is effective that occurs in the later tax year . Additionally, if Executive makes a timely elects and remains eligible election for continued such continuation coverage under COBRA. The “qualifying event” under COBRA shall be deemed to have occurred on the Termination Date. The Company’s obligation under this paragraph shall end 18 months after the Termination Date or at such earlier date as the Executive becomes eligible for comparable coverage under another employer’s group coverage. The Executive agrees to notify the Company promptly and in writing of any new employment and to make full disclosure to the Company of the health and dental insurance coverage available to him through such new employment. (E) directly, or by reimbursing the Executive for, the monthly premium to continue the life insurance provided for in Section 6(b) for 18 months following the Termination Date. (F) The Company shall not be obligated to make the payments otherwise provided for in Sections 7(b)(v)(B), (C), (D) and (E) unless the Executive provides to the Company, as part and does not revoke, a general release of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior claims in a form satisfactory to the Separation Date for twelve (12) monthsCompany. (cG) In The Company shall not be obligated to make the event Executive’s employment is terminated payments otherwise provided for in Sections 7(b)(v)(B), (C), (D) and (E) upon a good faith finding by the Board of a material breach of the Confidentiality, Non-Competition/Non-Solicitation and Work Product Agreement incorporated by Section 8 and the Executive shall return all previous payments made to him pursuant to Sections 7(b)(v)(B), (C), (D) and (E) after the date on which the Executive materially breached the Confidentiality, Non-Competition/Non-Solicitation and Work Product Agreement incorporated by Section 4.28. (H) Notwithstanding any other provision with respect to the timing of payments under Sections 7(b)(v)(B), (C), (D) and (E), to the extent that the Executive is deemed to be a “key employee” within the meaning of Code Section 416(i), any payments to which the Executive may become entitled under Sections 7(b)(v)(B), (C), (D) and (E) will not for Causecommence until the first business day of the seventh month following the Termination Date, death or Disability, all unvested equity awards at which time the Executive shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued be paid an aggregate amount equal to seven monthly payments otherwise due to the Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to under the terms of Sections 7(b)(v)(B), (C), (D) and (E). Commencing on the applicable stock plan first business day of the eighth month following the Termination Date and option agreementcontinuing each month thereafter, the Executive shall be paid the regular monthly payment otherwise due to the Executive in accordance with the terms of Sections 7(b)(v)(B), (C), (D) and (E).

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of The Company may terminate the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the CompanyExecutive’s employment without Cause, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with Executive may terminate his employment for Good Reason. If the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated pursuant to Section 4.2 by the Company without Cause (excluding any termination due to the Executive’s death or Disability) or by the Executive for Good ReasonReason in accordance with the Good Reason Process, then the Company shall pay the Executive the following: (A) all Accrued Compensation; (B) a severance payment (“Severance”) in an amount equal to Executive as severance twelve months the sum of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount (1) 100% of the Executive’s previous yearBase Salary as in effect immediately prior to the event giving rise to the Notice of Termination pursuant to which the Executive’s employment is being terminated, plus (2) 100% of either (x) if the Executive was employed by the Company for the entire calendar year immediately prior to the calendar year of the event giving rise to the Notice of Termination pursuant to which the Executive’s employment is being terminated, then the Executive’s annual bonus for such prior calendar year (if any), such amount to be paid in one lump sum on the date the Release becomes effective, subject to standard payroll deductions and withholdings, provided, however, that or (y) if the Release Review Period begins in one tax Executive was not employed by the Company for the entire calendar year and ends in a later tax year, the payments under this Section 5.2(b) will be made following the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying immediately prior to the Separation Date for twelve (12) months. (c) In calendar year of the event giving rise to the Notice of Termination pursuant to which the Executive’s employment is terminated being terminated, then the Executive’s Target Bonus as in effect immediately prior to the event giving rise to the Notice of Termination pursuant to which the Executive’s employment is being terminated. Such Severance shall be paid to the Executive in a lump sum, less all required or authorized tax and other withholdings, within thirty (30) days of the later of the Termination Date or the Company’s receipt of the general release provided in Section 4.27(b)(ii)(D) below; and (C) directly, or by reimbursing the Executive for the monthly premium for continuation coverage under the Company’s health and dental insurance plans, but only for the dollar amount portion of such premium equal to the portion being paid by the Company as of immediately prior to the Termination Date, and not only to the same extent that such insurance is provided to persons currently employed by the Company, and provided that the Executive makes a timely election for Cause, death or Disability, all unvested equity awards such continuation coverage under the Consolidate Omnibus Budget Reconciliation Act of 1985 (“COBRA”). The “qualifying event” under COBRA shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued be deemed to Executive will automatically convert to a non-qualified options have occurred on the 91st Termination Date. The Company’s obligation under this paragraph shall end 12 months after the Termination Date. (D) The Company shall not be obligated to make the payments otherwise provided for in Sections 7(b)(ii)(B) and (C) unless the Executive provides to the Company within 45 day following of such termination, provided it has and does not been exercisedrevoke, subject a general release of claims in a form satisfactory to the terms Company. (E) The Company shall not be obligated to make the payments otherwise provided for in Sections 7(b)(ii)(B) and (C) upon a good faith finding by the Company of a material breach by the Executive of the applicable stock plan Confidentiality, Non-Competition or Non-Solicitation provisions of Section 8 of this Agreement or the provisions of any other agreement regarding assignment of intellectual property between the Executive and option agreementthe Company and, in such event, the Executive shall return all previous payments made to him pursuant to Sections 7(b)(ii)(B) and (C).

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of If the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated pursuant to Section 4.2 by the Company without Cause or by the Executive for Good Reason, then the Company shall pay the Executive his Accrued Benefit as of the Date of Termination. In addition, subject to the Executive as providing the Company with a fully effective general release of claims in a form and manner satisfactory to the Company that includes but is not limited to the terms set forth in the attached Exhibit A (the “Release”) within the 60-day period following the Date of Termination, the Company shall pay the Executive (i) severance twelve pay in a lump sum in cash in an amount equal to eighteen (18) months of his annual Executive’s Base Salary then in effectSalary, together with an additional amount calculated by dividing by 365 less lawful withholding (as applicable, “Severance Amount”), payable within 60 days after the number Date of days employed Termination, but if that 60-day period extends over two calendar years, the Company shall make the payment in the second calendar year, (ii) a bonus payment equal to the lesser of (y) Target Bonus pro-rated for the portion of the year the Executive was employed by the Company prior to the termination or (z) the average of the bonus payments, if any, made to the Executive with respect to the previous three (3) calendar years preceding the date of termination and multiplying of employment, pro-rated for the portion of the year that number Executive is employed, (iii) provided that the Executive timely elects COBRA coverage, reimburse the Executive for the COBRA premiums paid by the amount Executive, if any, for the continuation of coverage under the Executive’s then-existing group company health plan that the Executive and his dependents are eligible to receive for the earlier of a period of up to eighteen (18) months from the date of the Executive’s previous yeartermination of employment, or until the Executive becomes eligible to receive health insurance benefits under any other employer’s bonus group health plan, and (if any), such amount to be paid in one lump sum iv) immediate vesting on a pro-rata basis of the date the Release becomes effective, subject to standard payroll deductions and withholdings, provided, however, that if the Release Review Period begins in one tax year and ends in a later tax year, the payments under this Section 5.2(b) will be made following the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) months. (c) In the event Executive’s employment is terminated pursuant to Section 4.2initial stock option grant, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms prorated at 1/36th of the applicable stock plan and total option agreementgrant for each completed month of service as at the Date of Termination.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that If Executive’s employment is and this Employment Agreement are terminated pursuant to Section 4.2 by the Company without Cause or by the if Executive terminates his employment and this Employment Agreement for Good Reason, the Company shall pay Executive the Accrued Obligations in a single, lump-sum payment within 45 days following such termination or, in the case of a Cash Incentive Plan payment, according to the terms of such plan. In addition, subject to Sections 6.0, 7.0 and 8.0, Executive shall be entitled to receive the following: (i) an amount equal to the greater of the Base Salary payable to Executive as severance twelve months for the remainder of his annual the Employment Term or one year’s Base Salary then in effect(“Severance Payment”), together with which shall be payable as provided below; (ii) continued vesting of granted stock options following the Termination Date for the shorter of a period of one (1) year or the original expiration date of such option; (iii) continued vesting of restricted stock grants for a period of one (1) year following the Termination Date; and (iv) continued medical, hospitalization, life insurance and disability benefits to which Executive was entitled at the Termination Date (any of which shall, to the extent required to avoid subjecting Executive to an additional amount calculated by dividing by 365 tax under Section 409A of the number of days employed in the year of termination and multiplying that number Code or as otherwise determined by the amount Company in its discretion, be structured so as to require that Executive pay the premiums for such benefits on a timely basis, in which case the Company shall reimburse Executive for such premiums in accordance with Section 8.02 so that Executive is made whole on an after-tax) for a period of 12 months following the Termination Date (or until Executive receives similar or comparable coverage from a new employer); provided, however, that the Company may unilaterally amend the foregoing clause (iv) or eliminate the benefit provided thereunder to the extent it deems necessary to avoid the imposition of excise taxes, penalties or similar charges on the Company or any of its subsidiaries or affiliates, including, without limitation, under Code Section 4980D. All such additional payments and benefits under this Section 5.02 shall be conditional on Executive’s timely execution and non-revocation of the Release (as defined in Section 7.0) and Executive’s previous year’s bonus continued compliance with Section 11.0 (if anyReturn of Property), such amount Section 14.0 (Confidentiality), Section 15.0 (Work Product Assignment), and Section 16.0 (Covenant Not to Compete). Payment of the Severance Payment shall be paid made in one lump sum bi-weekly installments, in accordance with the regular payroll practices and procedures of the Company commencing on the first regularly scheduled payroll date the occurring after Executive’s Release becomes effective, subject to standard payroll deductions and withholdings, ; provided, however, that if the period during which Executive can consider and revoke the Release Review Period begins in one tax calendar year and ends in a later tax the subsequent calendar year, then payment of the payments under this Section 5.2(bSeverance Payment shall commence on the later of (a) will be made following the first regularly scheduled payroll date that occurring after Executive’s Release becomes effective, and (b) the Release is effective that occurs first regularly scheduled payroll date occurring in the later tax year subsequent calendar year. AdditionallyThe first such payment shall include any installments of the Severance Payment that would have been made on previous payroll dates but for the requirement that Executive execute a Release. The period, if any, during which Executive timely elects and remains his spouse and children are eligible for continued to continue their coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) months. (c) In the event Executive’s employment is terminated group health plans pursuant to Section 4.24980B of the Code (“COBRA”) shall run simultaneously with the period specified in clause (iv) (provided that nothing in such clause (iv) shall be deemed to extend such COBRA continuation period beyond the minimum period required by applicable law). For the avoidance of doubt, and not a termination of employment pursuant to Section 4.01(a) by notice of non-renewal by the Company for any reason other than Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to be deemed a non-qualified options on termination of employment by the 91st day following termination, provided it has not been exercised, subject to the terms Company without Cause for purposes of the applicable stock plan and option agreementthis Section 5.02.

Termination by the Company Without Cause or by the Executive for Good Reason. If the Company terminates the Executive’s employment without Cause or the Executive terminates the Executive’s employment for Good Reason (a) Employee shall not receive any each, a “Qualifying Termination”), in each case, outside of the benefits pursuant Protection Period (as defined below), then in addition to this Section 5.2 unless he executes Accrued Benefits, the Executive shall be entitled to the following payments and benefits: (i) Continued payment of Base Salary for a general release period of 12 months (the “Severance Period”) following the Termination Date (the “Severance Amount”) in favor accordance with the Company’s normal payroll practices; provided that, the first payment during the Severance Period shall be made on the first regularly scheduled payroll date following the 60th day after the Termination Date and such first payment shall include any portion of the Severance Amount that would have otherwise been payable between the Termination Date and such payroll date; (ii) A pro-rata portion of the Annual Bonus for the calendar year in which the Termination Date occurs, determined by multiplying (A) the Target Bonus by (B) a fraction, (1) the numerator of which is the number of calendar days during the calendar year of termination that the Executive was employed with the Company, in a form acceptable and (2) the denominator of which is 365, which amount shall be paid on the first regularly scheduled payroll date following the 60th day after the Termination Date; (iii) Outplacement assistance service that are customarily provided by the Company to terminated senior management employees during the Severance Period; and (iv) Subject to the Company Executive’s (A) timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and substantially similar (B) payment of premiums at the same level and cost to the form attached hereto Executive as Schedule B if the Executive were an employee of the Company (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employeeexcluding, for purposes of calculating cost, an employee’s ability to receive benefits pursuant pay premiums with pre-tax dollars), participation in the Company’s group health plan (to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations the extent permitted under this Agreement applicable law and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (bterms of such plan) In the event that Executive’s employment is terminated pursuant to Section 4.2 by the Company without Cause or by covers the Executive for Good Reason, the Company shall pay to Executive as severance twelve months of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination (and multiplying that number by the amount of the Executive’s previous yeareligible dependents) for a period of 12 months at the Company’s bonus expense; provided, that the Executive is eligible and remains eligible for COBRA coverage; provided, further, that the Company may cease paying for such COBRA coverage and, in lieu thereof, pay the Executive (if any), or the Executive’s beneficiaries) a monthly amount equal to the monthly amount it had been paying for such amount premiums under this Section 4.2(c)(iv) to be paid in one lump sum the extent reasonably necessary to avoid the imposition of any excise taxes on the date Company for failure to comply with the Release becomes effectivenondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, subject as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to standard payroll deductions the extent applicable); and withholdings, provided, howeverfurther, that if the Release Review Period begins in one tax year and ends in a later tax yearExecutive obtains other employment that offers substantially comparable group health benefits, such continuation of coverage by the payments Company under this Section 5.2(b4.2(c)(iv) will be made following the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) monthsshall immediately cease. (c) In the event Executive’s employment is terminated pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreement.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to The Board acting for the Company and substantially similar shall have the right, at any time in its sole discretion, to terminate the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. EmployeeExecutive’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations employment under this Agreement at any time for any reason other than Cause, or no reason at all (any such termination, a termination “Without Cause”), upon not less than thirty (30) days prior written notice to the Executive, and the Proprietary InformationExecutive may, Inventions by written notice to the Board, terminate his employment under this Agreement (and Nonhe hereby has such right) by reason of any act, decision or omission by the Company or the Board that: (i) materially diminishes the Executive’s Base Salary; (ii) materially diminishes the Executive’s authority, duties, or responsibilities (other than such changes that typically occur in connection with a company becoming a publicly-Competition Agreementtraded company); (iii) relocates the Executive without his consent from the Company’s offices located at 000 Xxxxxxxxx Xxxxx South, Building C, Suite 310, Englewood, Colorado to any other location in excess of fifty (50) miles beyond the geographic limits of Englewood, Colorado that increases the Executive’s one-way commute to work by at least 50 miles based on the Executive’s primary residence immediately prior to the time such relocation is announced; or (iv) constitutes a material breach of this Agreement (each a “Good Reason”). The Executive must give the Company written notice of the condition that gives rise to the Good Reason within ninety (90) days of the occurrence of the condition, in which event the Company shall have thirty (30) days to remedy the condition, and complying with after which the Release including without limitation any non-disparagement and confidentiality provisions contained thereinExecutive may resign for Good Reason within ninety (90) days after the Company fails to reasonably remedy the condition. (b) In the event that Executive’s employment is terminated the Company or the Executive shall exercise the termination right granted pursuant to Section 4.2 by the Company without Cause 6.2(a), then except as set forth below, neither party shall have any rights or by the Executive for Good Reasonobligations under Article 1, Article 2, Section 3.1, Section 3.2, or Article 4; provided, however, that the Company shall pay to the Executive as severance (i) an amount equal to twelve (12) months of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount of the Executive’s previous yearBase Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) plus one time the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus (if anyduring the Term prior to such termination), such and (ii) any amount due and owing as of the Termination Date pursuant to Section 3.1, Section 3.2 (including a Bonus for the year in which the termination occurs prorated to the date of termination based on the Executive’s average bonus received for the immediately preceding three years) and Article 4. Such amounts shall be paid in one a single lump sum on the date the Release becomes effective, subject to standard payroll deductions and withholdings75 days after Executive terminates employment, provided, however, that if the Release Review Period begins payments pursuant to clause (i) above are contingent on the Executive having executed a release in one tax year favor of the Company within 60 days following Executive’s termination of employment and ends in a later tax yearnot thereafter revoking such release. In addition, the payments under this Section 5.2(bCompany shall provide the Executive (and his family members) will be made following with 6 months of paid COBRA coverage for any Company sponsored group health plan (excluding any flexible spending account) in which the date that Executive is enrolled at the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion time of Executive’s termination of employment (provided, however, that if doing so would result in adverse tax consequences (e.g., under Internal Revenue Code Section 105(h)), the Company shall instead pay executive an amount equal to one month of COBRA continuation premiums it was paying prior with respect to each such group health plan on the Separation Date for twelve (12) months. (c) In first day of each of the event first 6 months following Executive’s employment is terminated pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms termination of the applicable stock plan and option agreementemployment).

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of If the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated pursuant to Section 4.2 (i) by the Company without Cause and for a reason other than the Executive’s death or Disability, or (ii) by the Executive for Good Reason, then the Company shall pay to the Executive as severance twelve months of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of within 30 days employed in the year of termination and multiplying that number by the amount of after the Executive’s previous yeartermination (with the payment date during such 30 day period to be determined by the Company in its sole discretion, except as required by applicable law) the Executive’s bonus Accrued Compensation. The Company shall also provide the following additional payments and benefits: (1) The Company shall pay to the Executive a cash payment equal to the then-current Base Salary, payable in installments in accordance with the Company’s standard payroll practice over a period of twelve (12) months after the date the Executive’s employment terminates; (2) To the extent the Executive and/or the Executive’s covered dependent(s) timely elect to continue to participate in the Company’s group health plan(s) pursuant to the Consolidated Omnibus Reconciliation Act of 1985, as amended (“COBRA”) after the Executive’s termination of employment, unless prohibited by applicable law, the Company will directly pay or reimburse the applicable COBRA premiums paid by the Executive and the Executive’s covered dependent(s) so that the Executive and the Executive’s covered dependent(s) enjoy coverage at the same benefit level and to the same extent and for the same effective contribution, if any), such amount as participation is available to be paid in one lump sum other executive officers of the Company, commencing on the date the Release becomes effective, subject to standard payroll deductions and withholdings, provided, however, that if the Release Review Period begins in one tax year and ends in a later tax year, the payments under this Section 5.2(b) will be made following the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior employment terminates and ending on the earliest to occur of: (A) the Separation Date for twelve (12) months.month anniversary of such termination date, (B) the date the Executive first becomes eligible for group health insurance coverage for any reason, or (C) the date the Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination; and (c3) In Outstanding equity incentive awards with respect to shares of the event Company’s common stock held by the Executive that would have vested in the twelve (12) months following the date the Executive’s employment is terminated pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall terminates had the Executive remained employed by the Company will become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms as of the applicable stock plan and option agreementdate the Executive’s employment terminates.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of During the benefits pursuant to this Section 5.2 unless he executes a general release in favor of Term, if the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated pursuant to Section 4.2 by the Company without Cause as provided in Section 3(d), or by the Executive terminates the Executive’s employment for Good ReasonReason as provided in Section 3(e), then the Company shall pay the Executive the Accrued Benefit. In addition, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Parent, the Company and all related persons and entities, confidentiality, return of property and non-disparagement and reaffirmation of Restrictive Covenants, in a form and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) the Company shall pay the Executive an amount equal to 1.25 times the sum of (A) the Executive’s Base Salary plus (B) the Target Annual Incentive Compensation (the “Severance Amount”); (ii) the Company shall pay the Executive pro-rated annual incentive compensation for the year in which the Date of Termination occurs, pro-rated based on the Date of Termination (the “Pro-Rated Annual Incentive Compensation”); and (iii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive as severance twelve months of his annual Base Salary then in effecta monthly cash payment for 15 months, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount of the Executive’s previous yearCOBRA health continuation period or the Executive’s bonus retiree medical plan period under the Company’s retiree medical plan, whichever ends earliest, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company. The amounts payable under Section 4(b)(i) and (if any), such amount to iii) shall be paid out in one lump sum on substantially equal installments in accordance with the date Company’s payroll practice over 15 months commencing within 60 days after the Release becomes effective, subject to standard payroll deductions and withholdings, Date of Termination; provided, however, that if the Release Review Period 60-day period begins in one tax calendar year and ends in a later tax second calendar year, the Severance Amount shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. The Pro-Rated Annual Incentive Compensation shall be paid on the date the Company pays annual incentive compensation to its executives, and in any event no later than March 15 of the year following the year in which the Date of Termination occurs. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A- 2(b)(2). Notwithstanding the foregoing, if the Executive breaches any of the Restrictive Covenants, all payments under this Section 5.2(b4(b) will be made following the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) monthsshall immediately cease. (c) In the event Executive’s employment is terminated pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreement.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive The Company may terminate the Executive’s Continuous Service at any of time without Cause by written notice to the benefits pursuant Executive, and the Executive may terminate his Continuous Service for Good Reason immediately upon written notice to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that the Executive’s employment Continuous Service is terminated pursuant to Section 4.2 by the Company without Cause (other than due to the Executive’s death or by Disability), or the Executive terminates his Continuous Service for Good Reason, the Company Executive shall pay to Executive as severance twelve months of his annual Base Salary then in effectbe entitled to: (i) the Accrued Obligations, together with an additional amount calculated by dividing by 365 payable on the number of days employed first regular payday following the Termination Date, or in the year case of termination and multiplying that number by the amount of the Executive’s previous year’s bonus (if any)any benefits payable under any employee benefit plans, such amount to be paid in one lump sum on the date on which they are payable under those plans; (ii) the Release becomes effectiveTermination Year Bonus, subject payable within 2-1/2 months after the last day of the applicable Bonus Period in which the Termination Date occurs; (iii) the Severance Amount, payable in equal installments consistent with the Company’s normal payroll schedule during the three (3) year period following the Termination Date (the “Severance Period”); (iv) full and immediate vesting of all outstanding Equity Awards held by the Executive on the Termination Date; provided, however, that with respect to standard payroll deductions and withholdingsthe vesting of any Equity Awards that is based upon satisfaction of any performance criteria, providedvesting shall be determined as if the target goals that relate to such criteria had been achieved; provided further, however, that if the Release Review Period begins vesting of any such award is conditioned upon satisfaction of performance criteria required in order for the award to be exempt from the deduction limitations set forth in Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and the Committee has indicated at the time the award is made that it intends that the award so qualify, then the vesting of that award shall continue to be subject to satisfaction of that performance criteria; and (v) continuation of the health benefits provided to Executive and his covered dependents under the Company health plans as in effect from time to time after the Termination Date at the same cost applicable to active employees until the earlier of: (A) the expiration of the one tax (1) year and ends in period following the Termination Date, or (B) the date the Executive is eligible for health insurance benefits under a later tax yearplan maintained by any employer with whom the Executive may be employed following the Termination Date; provided, however, that as a condition of continuation of such benefits, the payments under this Section 5.2(b) will be made following Company may require the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) months. (c) In the event Executive’s employment is terminated elect to continue his health insurance pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreementCOBRA.

Termination by the Company Without Cause or by the Executive for Good Reason. If during the Term, (ai) Employee shall not receive any the Company terminates the Executive’s employment without Cause or (ii) the Executive terminates the Executive’s employment with the Company for Good Reason, the Executive will be entitled to the Accrued Benefits and, subject to (x) the Executive complying the obligations of Section 6 hereunder and (y) the benefits pursuant to this Section 5.2 unless he executes Executive’s execution (without revocation) of a general valid release in favor of the Company, agreement in a form acceptable to the Company within thirty (30) days following the date of termination of the Executive’s employment, then beginning on the sixtieth (60th) day following such termination, the Executive shall receive the following payments and substantially similar to benefits: (a) Continued payment of the form attached hereto as Schedule B Executive’s Base Salary then in effect for twenty-four (the “Release”24) within the consideration period specified therein (the “Release Review Period”) months, payable in equal installments and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying in accordance with the Release including without limitation any non-disparagement and confidentiality provisions contained therein.Company’s normal payroll practices; (b) In An amount equal to the event that Executive’s employment is terminated pursuant to Section 4.2 by the Company without Cause or Bonus received by the Executive for Good Reasonfrom the previously completed fiscal year, the Company shall pay to Executive as severance twelve months of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount of the Executive’s previous year’s bonus (if any, multiplied by two (2), such amount to be paid payable over twenty-four (24) months in one lump sum on the date the Release becomes effective, subject to standard payroll deductions equal installments and withholdings, provided, however, that if the Release Review Period begins in one tax year and ends in a later tax year, the payments under this Section 5.2(b) will be made following the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, accordance with the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) months.normal payroll practice; (c) In A monthly payment equal to the event Executive’s employment is terminated monthly cost of continuation coverage of group health coverage pursuant to Section 4.2the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended, for a maximum of eighteen (18) months to the extent Executive elects such continuation coverage and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested is eligible and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreementthe law; provided, that such payment shall cease to the extent that the Executive is eligible for comparable benefits from a new employer; and (d) For a period of two (2) years, the Company shall promptly pay (or, in the discretion of the Executive, reimburse the Executive for all reasonable expenses incurred) for professional outplacement services of a qualified consultant selected by the Company, but for no longer than the date Executive first obtains full-time employment after such termination (not to exceed $25,000 in the aggregate). If payments or benefits would otherwise have been owed to the Executive prior to the sixtieth (60th) day after termination of employment, any such delayed payments or benefits shall be made to or on behalf of the Executive on the 60th day after termination of employment. The Company shall have no obligation to provide the benefits set forth above in the event that the Executive materially breaches the provisions of Section 6.

Termination by the Company Without Cause or by the Executive for Good Reason. (ai) Employee shall not receive any If the employment of the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment Executive is terminated pursuant to Section 4.2 by the Company without Cause or by the Executive for Good Reason, the Company shall will pay the Executive one and one-half times the sum of (A) his base salary pursuant to Section 2(a) hereof, plus (B) an amount equal to the average annual Bonus paid to the Executive as severance twelve months for the three most recently completed calendar years prior to termination of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount of the Executive’s previous year’s bonus (if any), such amount to be paid in one lump sum on the date the Release becomes effective, subject to standard payroll deductions and withholdings, employment; provided, however, that if the Release Review Period begins Executive’s termination of employment occurs before the Bonus, if any, for the most recently completed calendar year is payable, then the averaging will be determined by reference to the three most recently completed calendar years before that calendar year. Such amount shall be paid in one substantially equal annual installments not less frequently than twice per month over an eighteen (18) month period. If the total payments to be paid to the Executive hereunder along with any other payments to the Executive result in the Executive being subject to the excise tax year and ends in a later tax yearimposed by Section 4999 of the Internal Revenue Code of 1986, as amended, the payments under this Section 5.2(bCompany shall pay the Executive such additional cash compensation to put him in the same after-tax situation (taking into account all income, excise, and payroll taxes) as if no such excise tax had been applicable. The determination of the excise tax and the additional cash compensation (if any) required hereunder will be made following the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the by Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) monthsindependent outside auditors. (cii) In If the event Term is not extended or the Term is not extended and the Company or the Executive terminates the Executive’s employment is terminated pursuant upon or following expiration of the Term, such termination shall not be deemed to Section 4.2be a termination of the Executive’s employment by the Company without Cause or a resignation by Executive for Good Reason. (iii) Notwithstanding any other provision hereof, as a condition to the payment of the amounts in this Section, the Executive shall be required to execute and not for Causerevoke within the revocation period provided therein, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreementRelease.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive The Company may terminate this Agreement and Executive’s employment at any of time without Cause, and the benefits Executive may terminate this Agreement and his employment for Good Reason. If this Agreement and Executive’s employment with the Company is terminated by the Company pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated pursuant to Section 4.2 by the Company without 5.3 for reasons other than Cause or by the Executive pursuant to this Section 5.3 for Good Reason, and such termination does not result from the Executive’s death or disability under Section 4, Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than the Accrued Benefit, and the following payments and benefits (the “Severance”): (a) an additional 9 months of an Annual Salary of the greater of $258,500 or Executive’s current salary, in the form of salary continuation over the 9-month period following the effective date of the termination of employment; (b) a monthly cash payment equal to the monthly employer contribution the Company shall pay would have made to provide Executive group health, dental and all other insurance coverages to Executive as severance twelve months and his family, pursuant to COBRA, if eligible and elected, for a period of his annual Base Salary then in effect9 months, together with an additional amount calculated by dividing by 365 or until the number of days employed in the year of termination and multiplying that number by the amount expiration of the Executive’s previous yearCOBRA continuation period, if earlier; provided that after expiration of the relevant COBRA payment period above, the Company will allow Executive to continue such coverage at his own expense for the remainder of any COBRA continuation period pursuant to applicable law and Executive shall notify the Company immediately upon acceptance of employment with another employer; and (c) accelerated vesting of all unvested stock options or equity awards; The amounts due under Sections 5.3(a) and (b) shall not be paid or given unless Executive executes a customary agreement releasing all claims against the Company (in the form acceptable to the Company) (the “Release Agreement”) and the Release Agreement becomes enforceable and irrevocable within 60 days following the date on which the termination of Executive’s bonus (if any), such amount employment becomes effective. The salary continuation due under Section 5.3(a) shall commence to be paid in one lump sum to Executive on the first payroll date following the date the Release Agreement becomes effective, subject to standard payroll deductions enforceable and withholdingsirrevocable, provided, however, that if the 60-day period in which the Release Review Period Agreement is required to become effective and enforceable begins in one tax calendar year and ends in a later tax the following calendar year, the payments under this Section 5.2(b) will salary continuation shall be made paid in the second calendar year; provided further that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the effective date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) monthstermination. (c) In the event Executive’s employment is terminated pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreement.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated pursuant to Section 4.2 by the Company without Cause 5.2, and not for Cause, Death or by the Executive for Good ReasonDisability, the Company shall pay to Executive as severance twelve months of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount of the Executive’s previous year’s bonus (if any), such amount to be paid in one lump sum on the date the Release becomes effective, subject to standard payroll deductions and withholdings, provided, however, that if the Release Review Period begins in one tax year and ends in a later tax year, the payments under this Section 5.2(b) will be made following the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) months. (c) In the event Executive’s employment is terminated pursuant to Section 4.25.2, and not for Cause, death Death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreement.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this This Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is hereunder may be terminated pursuant to Section 4.2 by the Company without Cause or by the Executive for Good ReasonReason in accordance with the provisions set forth herein. In the event of such termination, the Executive shall be entitled to receive the Accrued Amounts and, subject to the Executive’s compliance with Sections 6 through 9 of this Agreement and her execution of a general release of claims in favor of the Company and all of its related entities and individuals (the “Release”), which shall pay include a re-affirmation of Executive’s non-disparagement obligation and her obligation to Executive as severance twelve months comply with Sections 6 through 9 of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 this Agreement and such Release becoming effective within the number of days employed in permitted under applicable law following the year of termination and multiplying that number by Termination Date (the amount of the Executive’s previous year’s bonus (if any“Release Effective Date”), such amount the Executive shall be entitled to be paid in one lump sum on receive the date the Release becomes effective, subject to standard payroll deductions and withholdings, provided, however, that if the Release Review Period begins in one tax year and ends in a later tax year, the payments under this Section 5.2(bfollowing: (i) will be made following the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date Base Salary for twelve (12) monthsmonths following the Termination Date payable in equal installments in accordance with the Company’s normal payroll practices, but no less frequently than monthly, which shall commence on the Company’s regular pay day for the pay period immediately following the pay period that includes the Release Effective Date; (ii) any unpaid Annual Bonus with respect to any completed fiscal year immediately preceding the Termination Date if the Executive was still employed by the Company on the last day of the preceding fiscal year; (iii) a pro-rated payment equal to the Executive’s target bonus for the year in which the Termination occurs as defined in section 4.2(a) hereof multiplied by the percentage of days the Executive was employed by the Company in the year of termination, and payable as and when such bonuses are normally paid for other executives of the Company; and (iv) if the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or comparable State continuation law, the Company shall reimburse the Executive for the difference between the monthly COBRA or comparable State continuation law premium paid by the Executive for herself and her dependents and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall be paid to the Executive on the fifteenth of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (i) the twelve (12) month anniversary of the Termination Date; (ii) the date the Executive (in the case of her) or any of her dependents (in the case of such dependent) is no longer eligible to receive COBRA or comparable State law continuation coverage; and (iii) the date on which the Executive (in the case of her) or any of her dependents (in the case of such dependent) becomes eligible to receive substantially similar coverage from another employer or other source. (cb) In For purposes of this Agreement, “Good Reason” shall mean the event occurrence of any of the following, in each case during the Executive’s employment is terminated pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISOunder this Agreement without the Executive’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreement.written consent:

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any If the employment of the benefits pursuant to this Section 5.2 unless he executes a general release in favor Executive should terminate by reason of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B termination (the “Release”1) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated pursuant to Section 4.2 by the Company without Cause for any reason other than Cause, death or Disability, or (2) by the Executive for Good Reason, then the Company shall pay to compensation and benefits for the Executive as severance twelve months follows: (i) any and all Base Salary, Incentive Bonus and any other compensation-related payments that have been earned, including pay in lieu of his annual accrued, but unused, vacation, and unreimbursed expenses that are owed as of the date of her termination of employment that are related to any period of employment preceding her termination date (the “Accrued Obligations”). Any Incentive Bonus that is part of the Accrued Obligations shall be paid at the time provided for in Section 4. Any Accrued Obligations that are deferred compensation shall be payable in accordance with the terms and conditions of the applicable plan, program or arrangement. All other Accrued Obligations shall be paid within 30 days of the date of termination, or, if earlier, not later than the time required by applicable law; provided that payment in respect of any unpaid expenses shall be subject to submission of substantiation of such expenses in accordance with the Company’s applicable expense policy; (ii) an amount equal to the sum of (A) the Executive’s Base Salary then in effecteffect on the date of termination, together with plus (B) an additional amount calculated by dividing by 365 equal to the number Target Cash Bonus for which the Executive was eligible during the last completed fiscal year, regardless of days employed in whether the Executive actually received such Target Cash Bonus for that year, plus (C) the Target Cash Bonus for which the Executive is eligible for the year in which the termination of termination and multiplying that number employment occurs, prorated for the portion of such year during which the Executive was employed by the amount Company prior to the effective date of her termination of employment (the sum of items A, B and C constituting the “Severance Payment”); (iii) subject to the provisions of Section 8(e), the Severance Payment shall be made in a single, lump sum cash payment within 60 days following the effective date of the Executive’s previous year’s bonus termination of employment, or, if at the effective date of such termination, the Executive is a specified employee within the meaning of Section 409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended (if anythe “Code”), six months following the effective date of such amount termination; and (iv) to be paid the extent to which the Executive is eligible for and elects to receive continued coverage for herself and, if applicable, her eligible dependents under the Company’s medical and health benefits plan(s) in one lump sum on accordance with the date provisions of COBRA, for a period of 12 months following termination of the Release becomes effectiveExecutive’s employment (or, subject to standard payroll deductions and withholdingsif less, provided, however, for the period that if the Release Review Period begins in one tax year and ends in a later tax yearExecutive is eligible for such COBRA continuation coverage), the payments under this Section 5.2(bCompany shall pay for or reimburse the Executive on a monthly basis for the excess of (x) will be made following the date amount that the Release Executive is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for required to pay monthly to maintain such continued coverage under COBRA, COBRA over (y) the amount that the Executive would have paid monthly to participate in the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior medical and health benefits plans had she continued to the Separation Date for twelve (12) months. (c) In the event Executive’s employment is terminated pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms be an employee of the applicable stock plan and option agreementCompany.

Termination by the Company Without Cause or by the Executive for Good Reason. (ai) Employee shall not receive The Employment Term and the Executive’s employment hereunder may be terminated (A) by the Company at any of time without Cause, effective four (4) business days following the benefits pursuant date on which written notice to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable such effect is delivered to the Company Executive, or (B) by the Executive for “Good Reason” (as defined and substantially similar to the form attached hereto determined below), effective as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this set forth in Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein4(c)(iii). (bii) In If the event that Executive’s employment is terminated pursuant to Section 4.2 by the Company without Cause or by the Executive for Good Reason, the Company shall pay or provide to the Executive as severance twelve months of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 (A) the number of days employed in the year of termination Accrued Benefits and multiplying that number by the amount of (B) upon the Executive’s previous year’s bonus execution of a separation agreement containing a general release of claims substantially in the form attached as Exhibit A hereto (if anythe “Release”), and the expiration of the applicable revocation period with respect to such amount to be paid in one lump sum on Release within 60 days following the date of termination (the date on which the Release becomes effective, subject the “Release Effective Date”): (A) A lump sum cash payment equal to standard the product of (i) three and (ii) the sum of (1) the Base Salary in effect immediately prior to the date of termination (without regard to any reduction that gives rise to Good Reason) and (2) (x) if such termination occurs on or after the date on which the Annual Bonus, if any, is paid to the Executive in respect of the second calendar year following the calendar year in which the Effective Date occurs (the “Third Annual Bonus”), the average Annual Bonus paid in respect of each of the three calendar years prior to the date of termination or (y) if such termination occurs prior to the date on which the Third Annual Bonus, if any, is paid, the Target Bonus Amount in effect immediately prior to the date of termination (without regard to any reduction that gives rise to Good Reason), payable on the first regularly scheduled payroll deductions date of the Company following the Release Effective Date and withholdingsin no event later than the 60th day following the date of termination (the actual date of payment, the “Severance Payment Date”); provided, howeverthat, that if the Release Review Period 60 day period referenced in Section 4(c)(ii) begins in one tax calendar year and ends in a later tax subsequent calendar year, the Severance Payment Date will in all events occur in the second calendar year; (B) A lump sum cash payment equal to the Annual Bonus, if any, that the Executive would have received in respect of the calendar year prior to the calendar year in which the termination occurs had the Executive remained an active employee of the Company, based on the achievement of the applicable performance measures, to the extent unpaid as of the termination date, payable on the date such amount would have been paid had the Executive continued in employment (the “Unpaid Bonus”); (C) A lump-sum payment equal to the product of (1) the Target Annual Bonus in effect for the calendar year in which the termination occurs, and (2) a fraction, the numerator of which shall equal the number of days during the year in which the termination date occurs that the Executive was employed by the Company and the denominator of which shall equal 365, payable on the Severance Payment Date (the “Pro-Rated Bonus”); (D) Continuation of the Company’s contributions necessary to maintain the Executive’s coverage for the 24 calendar months immediately following the end of the calendar month in which the termination date occurs under the medical, dental and vision programs in which the Executive participated immediately prior to his termination of employment (and such coverage shall include the Executive’s eligible dependents); provided, that, if the Company determines in good faith that such contributions would cause adverse tax consequences to the Company or the Executive under applicable law, the Company shall instead provide the Executive with monthly cash payments during such 24-month period in an amount that, after reduction for applicable taxes (assuming the Executive pays taxes at the highest marginal rates in the applicable jurisdictions), is equal to the amount of the Company’s monthly contributions referenced above. The applicable period of health benefit continuation under this Section 5.2(bthe Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) will be made shall begin on the expiration of such 24-month period; (E) Full vesting as of the date of termination of any and all equity or equity-based awards relating to the securities of the Company and any Fund Incentives that are outstanding and unvested immediately prior to the date of such termination; and (F) Continued provision of the security and kidnap insurance as in effect immediately prior to the date of such termination, for the later to occur of (x) the scheduled expiration of the Employment Term and (y) 24 calendar months immediately following the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of such termination. (iii) For purposes of this Agreement, will pay that portion of “Good Reason” shall mean any action by the Company, in each case without the Executive’s COBRA premiums it was paying prior written consent, that (A) results in a material diminution in the Executive’s duties, authority or responsibilities or a diminution in Executive’s title or position; provided, that (x) causing the Executive to no longer report solely and directly to the Board, (y) modifying the Executive’s title and (z) failing to maintain Executive on the Board shall all constitute Good Reason; (B) reduces the Base Salary, Target Annual Bonus or Target LTIP Award then in effect; (C) relocates the Executive’s principal place of employment to a location more than 25 miles from the location in effect immediately prior to such relocation; or (D) constitutes a material breach by the Separation Date for twelve Company of this Agreement or any other material agreement between the Executive and the Company, which such material breach shall include (12i) months. (c) In any action by the event Company that restricts the Executive’s employment is terminated pursuant ability to Section 4.2perform the CCHLLC Duties or (ii) the failure of the Board to provide the Executive with the opportunity to serve as the Chief Executive Officer of CFI following a CEO Termination; provided, and not for Causethat, death or Disability, all unvested equity awards in no event shall become fully vested, all unvested stock options shall become fully vested and exercisable and the occurrence of any ISO’s issued to such condition constitute Good Reason unless (1) the Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject gives notice to the terms Company of the applicable stock plan existence of the Executive’s knowledge of the condition giving rise to Good Reason within 90 days following its initial existence, (2) the Company fails to cure such condition within 30 days following the date such notice is given and option agreement(3) the Executive terminates his employment with the Company within 30 days following the expiration of such cure period.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of During the benefits pursuant to this Section 5.2 unless he executes a general release in favor of Term, if the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated pursuant to Section 4.2 by the Company without Cause as provided in Section 3(d), or the Executive terminates their employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive their Accrued Benefit. In addition, subject to the Executive (i) signing a separation agreement and release in a form and manner satisfactory to the Company, which shall include, without limitation, a general release of claims in favor of the Company and related persons and entities, a reaffirmation of the Executive’s post-employment obligations, and in the Company’s sole discretion, a one year noncompetition agreement, and shall provide that, if the Executive breaches any of the post-employment obligations, all payment of the Severance Amount shall immediately cease (the “Separation Agreement and Release”), and (ii) the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination (or such period as set forth in the Separation Agreement and Release): (i) the Company shall pay the Executive an amount equal to nine (9) months of the Executive’s Base Salary (the “Severance Amount”), provided in the event the Executive is entitled to any payments pursuant to Section 8(h)(iii) below, the Severance Amount received in any calendar year will be reduced by the amount the Executive for Good Reasonis paid in the same such calendar year pursuant to the Section 8(h)(iii) below, (the “Restrictive Covenants Agreement Setoff”); and (ii) subject to the Executive’s copayment of premium amounts at the active employees’ rate and the Executive’s proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay the monthly employer contribution that the Company would have made to provide health insurance to the Executive as severance twelve months of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 if the number of days Executive had remained employed in the year of termination and multiplying that number by the amount Company until the earliest of (A) the nine (9) month anniversary of the Date of Termination; (B) the Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s previous year’s bonus continuation rights under COBRA; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (if anyincluding, without limitation, Section 2716 of the Public Health Service Act), then the Company will convert such amount payments to payroll payments directly to the Executive for the time period specified above. Such payments shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA. The amounts payable under this Section 5(i) shall be paid out in one lump sum on substantially equal installments in accordance with the date Company’s payroll practice over 12 months commencing within 60 days after the Release becomes effective, subject to standard payroll deductions and withholdings, Date of Termination; provided, however, that if the Release Review Period 60-day period begins in one tax calendar year and ends in a later tax second calendar year, the payments under this Section 5.2(b) will Severance Amount shall begin to be made paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the date that the Release is effective that occurs in the later tax year Date of Termination. Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) months. (c) In the event Executive’s employment is terminated Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreement1.409A-2(b)(2).

Termination by the Company Without Cause or by the Executive for Good Reason. If during the Initial Term, and prior to a Change of Control, the Company terminates the Executive’s employment without Cause, or the Executive terminates his employment for Good Reason, then, subject to Section 2.6 and, if applicable, the six-month delay set forth in Section 2.10: (ai) Employee shall The Company will pay to the Executive the Executive’s Base Salary earned through the Termination Date to the extent not receive any previously paid (the “Accrued Salary”); (ii) The Company will pay to the Executive in a lump sum in cash an amount equal to the sum of (A) a pro rata bonus in an amount determined by (1) calculating the average of the annual bonus received by the Executive for the three most recently completed fiscal years prior to the Termination Date, then (2) multiplying such bonus amount by the fraction obtained by dividing the number of days in the year through the Termination Date by 365 (the “Pro Rata Bonus”), and (B) an amount equal to the sum of (x) the Executive’s Base Salary in effect at the Termination Date and (y) the average annual bonus awarded to the Executive for the three fiscal years immediately preceding the Termination Date (excluding any payments for long-term incentives); (iii) For the period commencing on the Termination Date and ending on the earlier of (A) December 31st of the first calendar year following the calendar year in which the Termination Date occurs, or (B) the date that the Executive accepts new employment (the “Continuation Period”), the Company will at its expense provide, either as part of a group policy or as such policy may be converted to an individual policy, health, dental, vision and life insurance (the “benefit plans”) in which the Executive was entitled to participate as an employee as of the Termination Date; provided that the Executive’s continued participation is possible under the general terms and provisions of each such plan and all applicable laws. If the Executive is a “specified employee” governed by Section 2.10 hereof, to the extent that any benefits provided to the Executive under this Section 2.3(a)(iii) are taxable to the Executive, then, with the exception of nontaxable medical insurance benefits, the value of the aggregate amount of such taxable benefits provided to the Executive pursuant to this Section 5.2 unless he executes a general release in favor of 2.3(a)(iii) during the Company, in a form acceptable six month period following the Termination Date shall be limited to the Company amount specified by Section 402(g)(1)(B) of Code for the year in which the termination occurred. The Executive shall pay the cost of any benefits that exceed the amount specified in the previous sentence during the six-month period following the date of termination, and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer shall be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated pursuant to Section 4.2 reimbursed in full by the Company without Cause during the seventh month after the Termination Date. The coverage and benefits (including deductibles and costs) provided under any such benefit plan in accordance with this paragraph during the Continuation Period will be no less favorable to the Executive than the most favorable of such coverages and benefits provided to active employees of the Company during the Continuation Period. If the Executive’s participation in any such benefit plan is barred or any such benefit plan is terminated, the Company will use its best efforts to provide the Executive with benefits substantially similar or comparable in value to those the Executive would otherwise have been entitled to receive under such plans. At the end of the Continuation Period, the Executive will have the option to have assigned to him, at no cost and with no apportionment of prepaid premiums, any assignable insurance owned by the Company that relates specifically to the Executive. To the maximum extent permitted by law, the Executive will be eligible for medical coverage under COBRA. Notwithstanding the above, if the payment of health insurance premiums for the Executive is not permitted by the Patient Protection and Affordable Care Act, then in lieu of the health benefits provided for herein, the lump sum cash payment described in Section 2.3(a)(ii) will by increased by an amount equal to the first monthly COBRA premium multiplied by the maximum number of months in the Continuation Period; (iv) All benefits that the Executive is entitled to receive pursuant to benefit plans maintained by the Company under which benefits are calculated based upon years of service or age will be calculated by treating the Executive as having attained two additional years of age and as having provided two additional years of service as of the Termination Date; and (v) The Company will pay or deliver, as appropriate, all other benefits earned by the Executive or accrued for Good Reason, his benefit pursuant to any employee benefit plans maintained by the Company shall pay with respect to Executive as severance twelve months of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number services rendered by the amount of the Executive’s previous year’s bonus (if any), such amount to be paid in one lump sum on the date the Release becomes effective, subject to standard payroll deductions and withholdings, provided, however, that if the Release Review Period begins in one tax year and ends in a later tax year, the payments under this Section 5.2(b) will be made following the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) monthsTermination Date. (c) In the event Executive’s employment is terminated pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreement.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of If the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated pursuant to Section 4.2 by the Company without Cause or by the Executive for Good Reason, then the Company shall pay the Executive his Accrued Benefit as of the Date of Termination. In addition, subject to the Executive as providing the Company with a fully effective general release of claims in a form and manner satisfactory to the Company that includes but is not limited to the terms set forth in the attached Exhibit A (the “Release”) within the 60-day period following the Date of Termination, the Company shall pay the Executive (i) severance twelve months pay in a lump sum in cash in an amount equal to (y) in the event of his annual a termination during the period of April 1, 2016 until April 30, 2016, the Executive’s Base Salary then in effectmultiplied by 2.0, together with an additional amount calculated by dividing by 365 the number of days employed less withholding or (z) in the event of a termination at any other time other than as set forth in clause (y) above, one and one-half times the Executive’s Base Salary, less withholding (as applicable, “Severance Amount”), payable within 60 days after the Date of Termination, but if that 60-day period extends over two calendar years, the Company shall make the payment in the second calendar year, (ii) a bonus payment equal to (y) if the termination occurs on or before March 31, 2018, the Target Bonus pro-rated for the portion of the year the Executive was employed by the Company prior to the termination or (z) if the termination occurs on or after April 1, 2018, the average of the bonus payments, if any, made to the Executive with respect to the previous three (3) calendar years preceding the date of termination of employment, pro-rated for the portion of the year that Executive is employed, and multiplying (iii) provided that number the Executive timely elects COBRA coverage, reimburse the Executive for the COBRA premiums paid by the amount Executive, if any, for the continuation of coverage under the Executive’s then-existing group company health plan that the Executive and his dependents are eligible to receive for the earlier of (x) a period of up to 24 months from the date of the Executive’s previous yeartermination of employment, or (y) until the Executive becomes eligible to receive health insurance benefits under any other employer’s bonus (if any), such amount to be paid in one lump sum on the date the Release becomes effective, subject to standard payroll deductions and withholdings, provided, however, that if the Release Review Period begins in one tax year and ends in a later tax year, the payments under this Section 5.2(b) will be made following the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) monthsgroup health plan. (c) In the event Executive’s employment is terminated pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreement.

Termination by the Company Without Cause or by the Executive for Good Reason. In the event the Executive experiences a Termination Event, then the Company shall, contingent upon the Executive satisfying the Severance Conditions (aand, in the case of a termination occurring during the three (3) Employee shall not receive any month period ending on the Change of Control, contingent upon a Sufficiency Determination pursuant to Section 3(c) below): (i) pay the Executive, within the earlier to occur of the date on which applicable law or Company policy or practice would necessitate payment and 60 days following the Date of Termination (or within 60 days following the occurrence of the Change of Control, in the case of a termination occurring during the three (3) month period ending on the Change of Control), the Accrued Payments; (ii) provide for acceleration of the target incentive amount under the then applicable short term incentive plan for the fiscal year in which the termination occurs, within the earlier to occur of the date on which applicable law or Company policy or practice would necessitate payment and 60 days following the Date of Termination (or within 60 days following the occurrence of the Change of Control, in the case of termination occurring during the three (3) month period ending on the Change of Control); (iii) provide for 100% vesting on any and all outstanding Company options, restricted units, phantom units, unit appreciation rights and other similar rights under the Long-Term Incentive Plan held by the Executive as in effect on the Date of Termination, with such accelerated vesting to occur on the later of (A) the Date of Termination or (B) the date of the Change of Control. (i) In the event the Executive experiences a Termination Event in connection with a termination occurring during the three (3) month period ending on the Change of Control for which the Executive believes he is entitled to benefits pursuant in accordance with Section 3(b), the Executive shall deliver to the Company a written notice setting forth a description of facts and circumstances constituting evidence that the termination of the Executive’s employment was made in anticipation of the occurrence of a Change of Control and with the intention of avoiding payments under this Agreement, no later than 30 days following the occurrence of the Change of Control. (ii) Within 15 days following receipt of the notice described in Section 5.2 unless he executes a general release in favor 3(c)(i), the Chief Executive Officer of the Company, will make a good faith determination, based on the information contained in a form acceptable such notice and any other information known to the Chief Executive Officer of the Company, whether the Executive’s termination was made in anticipation of the occurrence of a Change of Control and with the intention of avoiding payments under this Agreement. If the Chief Executive Officer affirmatively determines that the termination was under such circumstances (a “Sufficiency Determination”), the Executive will be eligible for and the Company and substantially similar shall provide benefits to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Executive in accordance with Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein3(b). (biii) In If the event that Executive’s employment is terminated pursuant to Section 4.2 by Chief Executive Officer of the Company without Cause or by the Executive for Good Reasoninstead determines that there is insufficient evidence to support a Sufficiency Determination, the Company shall pay to will promptly inform the Executive as severance twelve months of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount of the Executive’s previous year’s bonus (if any), such amount to be paid in one lump sum on the date the Release becomes effective, subject to standard payroll deductions and withholdings, provided, however, that if the Release Review Period begins in one tax year and ends in a later tax year, the payments under this Section 5.2(b) will be made following the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) monthsdetermination. (c) In the event Executive’s employment is terminated pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreement.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of If the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated (A) by the Company without Cause or (B) by the Executive for Good Reason (in either case, other than a termination due to the Executive’s death or Disability), in addition to the Accrued Amounts, the Executive shall be entitled to receive as severance (subject to Section 7(d)) the amounts set forth in this Section 7(b), provided the Executive executes and does not revoke the Release as required by Section 7(d). (i) The Executive shall be entitled to an amount equal to the Executive’s annual base salary (as described in Section 5(a)), for a period equal to nine (9) months (the “Severance Period”), payable starting on the sixtieth (60th) day following the date of such termination (but with the first payment being a lump sum payment covering all payment periods from the date of termination through the date of such first payment), in substantially equal installments in accordance with the Company’s payroll practices during the Severance Period following the date of such termination, subject to reduction pursuant to Section 4.2 6(h); (ii) To the extent performance objectives applicable to the Executive’s annual bonus in the year of termination (including any objectives applicable to the Company’s targeted budget) are earned as of the end of the relevant bonus period, the Executive shall be entitled to the annual bonus earned for the calendar year of such termination pursuant to Section 5(b) of this Agreement, pro-rated based on the number of days the Executive was actively employed by the Company during such bonus period, payable at the time such annual bonus would otherwise be paid in accordance with Section 5(b) of this Agreement; (iii) If the Executive is eligible for and timely elects continued health coverage (and, if applicable, the Executive’s eligible dependents) under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will pay or reimburse the Executive’s COBRA premiums for up to nine (9) months following the Executive’s termination date, provided that the Company’s obligation to make any payment pursuant to this provision shall cease upon the date the Executive became eligible for coverage under the health plan of a future employer (regardless of whether the Executive elects such coverage) and the Executive shall promptly notify the Company of his eligibility for any such coverage; (iv) Subject to Section 7(b)(v), if any Restricted Stock Units referenced in Section 5(c)(ii) remain unvested at the time of such termination, the next installment of the Restricted Stock Units that would have vested on the next scheduled vesting date shall vest as of the date of termination and the balance of any unvested Restricted Stock Units shall be forfeited. Also, if any awards issued to the Executive under the Stock Plan as to which vesting depends upon the satisfaction of one or more performance conditions remain unvested at the time of such termination, a prorated portion of the performance-vesting awards shall remain outstanding and eligible to vest based on actual performance through the last day of the applicable performance period, based on the number of days during the applicable performance period that the Executive was employed. Any performance-vesting awards that are earned based on actual performance will vest and settle as provided in the applicable award agreement. (v) If such termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason, Reason occurs within the Company shall pay to Executive as severance twelve months of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount of the Executive’s previous year’s bonus (if any), such amount to be paid in one lump sum on the date the Release becomes effective, subject to standard payroll deductions and withholdings, provided, however, that if the Release Review Period begins in one tax year and ends in a later tax year, the payments under this Section 5.2(b) will be made following the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) months. month period following a Change in Control (cas such term is defined in the Stock Plan), (A) In any Restricted Stock Units referenced in Section 5(c)(ii) which are not vested at the event Executive’s employment is terminated time of such termination shall immediately become vested and (B) any other awards granted to the Executive pursuant to Section 4.2, the Stock Plan as to which vesting depends upon the satisfaction of one or more performance conditions and which are not for Cause, death or Disability, all unvested equity awards vested at the time of termination shall immediately become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options based on actual performance through the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreementtermination date.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any Upon termination of the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated pursuant to Section 4.2 by (i) the Company without Cause pursuant to Section 5.E, or (ii) by the Executive for Good ReasonReason pursuant to Section 5.F., the Company shall pay to Executive as severance twelve months of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount of the Executive’s previous year’s bonus (if any), such amount to be paid in one lump sum on the date the Release becomes effective, subject to standard payroll deductions and withholdings, provided, however, that if the Release Review Period begins in one tax year and ends in a later tax year, the payments under this Section 5.2(b) will be made following the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying each case prior to the Separation Date for twelve (12) months. (c) In expiration of the event Executive’s employment is terminated pursuant to Section 4.2then-existing Initial Term or Renewal Term, and not for Causeas applicable, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to then the Executive will automatically convert be entitled to a non-qualified options on the 91st day following termination, provided it has not been exercisedAccrued Benefits and, subject to the terms of this Section 6.B, the Company shall be obligated to pay and the Executive shall be entitled to receive: (1) a lump-sum payment, on or before the 60th day following the Date of Termination, equal to 12 months of the Executive’s Base Salary (the “Severance Payment”); (2) During the twelve (12)-month period following the Date of Termination or for so long as the Executive and the Executive’s dependents remain eligible for coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), whichever is shorter, subject to the Executive’s timely election of COBRA continuation coverage, timely notification to the Company of such election, and payment by the Executive of the Executive’s portion of any COBRA premium (pursuant to procedures established by the Company), the Company shall also pay, on Executive’s behalf, in accordance with the Company’s standard practices regarding payment of the Company’s portion of premiums under its group health plans, an amount equal to the amount paid by the Company immediately prior to the termination date for medical coverage for the Executive and the Executive’s dependents (such payments, the “COBRA Benefit Payments”); provided, however, that the election of COBRA continuation coverage shall remain the Executive’s sole responsibility. Notwithstanding the foregoing, if the Executive becomes employed by another employer and is eligible to receive group medical insurance coverage under such other employer’s plan(s) (which eligibility shall be promptly reported to the Company by the Executive, the Company’s obligations to pay the COBRA Benefit Payments under this Section 6.B(2) shall terminate; or, if the provision of the benefits described in this Section 6.B(2) cannot be provided in the manner described herein without penalty, tax or other adverse impact on the Company, then the Company and the Executive shall negotiate in good faith in the attempt to determine an alternative manner in which the Company may provide substantially equivalent benefits to the Executive without such adverse impact on the Company. (3) Any unvested “phantom” units awarded to the Executive under the Company’s Long Term Incentive program shall automatically vest in the Executive in accordance with the then-current Long Term Incentive program requirements. Payments under Section 6.B., with the exception of the Accrued Benefits, are contingent upon: (i) the Executive’s compliance with the Executive’s continued obligations to the Company, including the terms of Sections 7 and 8 herein, and (ii) the Executive’s execution and return to the Company, on or before the Release Expiration Date (as defined below), and the Executive’s non-revocation within any time provided by the Company to do so, of a release of all claims in a form substantially similar to the release attached to this Agreement as Exhibit A, subject to changes required by applicable stock plan law (the “Release”), which Release shall release each member of the Company Group and option agreementtheir respective affiliates, and the foregoing entities’ respective shareholders, members, partners, officers, managers, directors, fiduciaries, employees, representatives, agents and benefit plans (and fiduciaries of such plans) from any and all claims, including any and all causes of action arising out of the Executive’s employment with the Company and any other member of the Company Group or the termination of such employment, but excluding all claims to severance payments the Executive may have under this Section 6.B. As used herein, the “Release Expiration Date” is that date that is twenty-one (21) days following the date upon which the Company delivers the Release to the Executive (which shall occur no later than seven (7) days after the Date of Termination) or, in the event that such termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date.

Termination by the Company Without Cause or by the Executive for Good Reason. If the Company terminates the Executive’s employment without Cause pursuant to Section 5(c), or the Executive terminates his employment for Good Reason pursuant to Section 5(b), the Executive shall be entitled to receive, in addition to the items referenced in Section 6(a): (ai) Employee shall not receive any an amount equal to his monthly Base Salary at the rate in effect on his last day of employment for a period of twenty-four months from the date of termination (such aggregate amount referred to herein as the “Severance Payment”). Fifty percent (50%) of the benefits pursuant Severance Payment shall be paid in a lump-sum amount on the date that is six (6) months after the date of the Executive’s termination, and the remaining fifty percent (50%) of the Severance Payment shall be paid in approximately equal installments over the following eighteen (18) calendar months, on the Company’s regularly scheduled payroll dates, subject to this Section 5.2 unless he executes all legally required payroll deductions and withholdings for sums owed by the Executive to the Company; and (ii) accelerated vesting as of the last day of his employment of all unvested portions of stock options and shares of restricted stock previously issued to the Executive, which options shall remain exercisable for the remainder of the option term; and (iii) a general release pro-rata share of any IC to which the Executive otherwise would have actually been entitled for the fiscal year in favor which his employment terminates; such IC (pro-rated on a daily basis) to be paid to the Executive on the later of (i) the date that is ninety (90) days following the end of the fiscal year in which such termination occurs, or (ii) the date that is six (6) months after the date of such termination; and (iv) at the expense of the Company, and subject to contractual eligibility requirements, continuation of the Executive’s family health and dental insurance policy in a form acceptable to effect as of the date of termination for twenty-four (24) months following termination, or, in the event the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated pursuant to Section 4.2 by the Company without Cause or by the Executive for Good Reasoncannot continue coverage of such policy, the Company shall pay to Executive as severance twelve for equivalent coverage for twenty-four (24) months of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount of following the Executive’s previous year’s bonus (if any), such amount to be paid in one lump sum on the date the Release becomes effective, subject to standard payroll deductions and withholdings, provided, however, that if the Release Review Period begins in one tax year and ends in a later tax year, the payments under this Section 5.2(b) will be made following the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part termination of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) monthsemployment. (c) In the event Executive’s employment is terminated pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreement.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of The Company may terminate the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the CompanyExecutive’s employment without Cause, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with Executive may terminate his employment for Good Reason. If the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated pursuant to Section 4.2 by the Company without Cause (excluding any termination due to the Executive’s death or Disability) or by the Executive for Good ReasonReason in accordance with the Good Reason Process, then the Company shall pay the Executive the following: (A) all Accrued Compensation; (B) a severance payment (“Severance”) in an amount equal to Executive as severance twelve months the sum of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount (1) 150% of the Executive’s previous yearBase Salary as in effect immediately prior to the event giving rise to the Notice of Termination pursuant to which the Executive’s employment is being terminated, plus (2) 150% of either (x) if the Executive was employed by the Company for the entire calendar year immediately prior to the calendar year of the event giving rise to the Notice of Termination pursuant to which the Executive’s employment is being terminated, then the Executive’s annual bonus for such prior calendar year (if any), such amount to be paid in one lump sum on the date the Release becomes effective, subject to standard payroll deductions and withholdings, provided, however, that or (y) if the Release Review Period begins in one tax Executive was not employed by the Company for the entire calendar year and ends in a later tax year, the payments under this Section 5.2(b) will be made following the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying immediately prior to the Separation Date for twelve (12) months. (c) In calendar year of the event giving rise to the Notice of Termination pursuant to which the Executive’s employment is terminated being terminated, then the Executive’s Target Bonus as in effect immediately prior to the event giving rise to the Notice of Termination pursuant to which the Executive’s employment is being terminated. Such Severance shall be paid to the Executive in a lump sum, less all required or authorized tax and other withholdings, within thirty (30) days of the later of the Termination Date or the Company’s receipt of the general release provided in Section 4.27(b)(ii)(D) below; and (C) directly, or by reimbursing the Executive for the monthly premium for continuation coverage under the Company’s health and dental insurance plans, but only for the dollar amount portion of such premium equal to the portion being paid by the Company as of immediately prior to the Termination Date, and not only to the same extent that such insurance is provided to persons currently employed by the Company, and provided that the Executive makes a timely election for Cause, death or Disability, all unvested equity awards such continuation coverage under the Consolidate Omnibus Budget Reconciliation Act of 1985 (“COBRA”). The “qualifying event” under COBRA shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued be deemed to Executive will automatically convert to a non-qualified options have occurred on the 91st Termination Date. The Company’s obligation under this paragraph shall end 18 months after the Termination Date. (D) The Company shall not be obligated to make the payments otherwise provided for in Sections 7(b)(ii)(B) and (C) unless the Executive provides to the Company within 45 day following of such termination, provided it has and does not been exercisedrevoke, subject a general release of claims in a form satisfactory to the terms Company. (E) The Company shall not be obligated to make the payments otherwise provided for in Sections 7(b)(ii)(B) and (C) upon a good faith finding by the Company of a material breach by the Executive of the applicable stock plan Confidentiality, Non-Competition or Non-Solicitation provisions of Section 8 of this Agreement or the provisions of any other agreement regarding assignment of intellectual property between the Executive and option agreementthe Company and, in such event, the Executive shall return all previous payments made to him pursuant to Sections 7(b)(ii)(B) and (C).

Termination by the Company Without Cause or by the Executive for Good Reason. (ai) Employee shall not receive any If the employment of the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment Executive is terminated pursuant to Section 4.2 by the Company without Cause or by the Executive for Good Reason, the Company shall will pay the Executive one and one-half times the sum of (A) his base salary pursuant to Section 2(a) hereof, plus (B) an amount equal to the average annual Bonus paid to the Executive as severance twelve months of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount Company or the Parent for the three most recently completed calendar years prior to termination of the Executive’s previous year’s bonus (if any), such amount to be paid in one lump sum on the date the Release becomes effective, subject to standard payroll deductions and withholdings, employment; provided, however, that if the Release Review Period begins Executive’s termination of employment occurs before the Bonus, if any, for the most recently completed calendar year is payable, then the averaging will be determined by reference to the three most recently completed calendar years before that calendar year. Such amount shall be paid in one substantially equal installments not less frequently than twice per month over the eighteen (18) month period commencing as of the date of termination of employment, provided that the first payment shall be made sixty (60) days following termination of employment and shall include all payments accrued from the date of termination of employment to the date of the first payment; provided, however, if the Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended (the “Code”), at the date of his termination of employment then, to the extent required to avoid a tax year under Code Section 409A, payments which would otherwise have been made during the first six (6) months after termination of employment shall be withheld and ends paid to the Executive during the seventh month following the date of his termination of employment. Notwithstanding the foregoing, if the total payments to be paid to the Executive hereunder, along with any other payments to the Executive, would result in a later the Executive being subject to the excise tax yearimposed by Code Section 4999, the Company shall reduce the aggregate payments under this Section 5.2(b) to the largest amount which can be paid to the Executive without triggering the excise tax, but only if and to the extent that such reduction would result in the Executive retaining larger aggregate after-tax payments. The determination of the excise tax and the aggregate after-tax payments to be received by the Executive will be made following by the date Company after consultation with its advisors and in material compliance with applicable law. For this purpose, the parties agree that the Release is effective payments provided for in this Section 3(c) (i) are intended to be reasonable compensation for refraining from performing services after termination of employment (i.e, the Executive’s obligations pursuant to Sections 4, 5 and 6) to the maximum extent possible, and if necessary or desirable, the Company will retain a valuator or consultant to determine the amount constituting reasonable compensation. If payments are to be reduced, to the extent permissible under Code Section 4999, payments will be reduced in a manner that occurs maximizes the after-tax economic benefit to the Executive and to the extent consistent with that objective, in the later following order of precedence: (A) first, payments will be reduced in order of those with the highest ratio of value for purposes of the calculation of the parachute payment to projected actual taxable compensation to those with the lowest such ratio, (B) second, cash payments will be reduced before non-cash payments, and (C) third, payments to be made latest in time will be reduced first. Any reduction will be made in a manner that is intended to avoid a tax year . Additionallybeing incurred under Code Section 409A. (ii) If the Term is not extended beyond December 31, if 2017 or the Term is not extended beyond December 31, 2017 and the Company or the Executive timely elects and remains eligible for continued coverage under COBRA, terminates the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior employment upon or following expiration of the Term, such termination shall not be deemed to be a termination of the Separation Date Executive’s employment by the Company without Cause or a resignation by Executive for twelve (12) monthsGood Reason. (ciii) In Notwithstanding any other provision hereof, as a condition to the event payment of the amounts in this Section, the Executive shall be required to execute and not revoke within the revocation period provided therein, the Release. The Company shall provide the Release for the Executive’s employment execution in sufficient time so that if the Executive timely executes and returns the Release, the revocation period will expire before the date the Executive is terminated required to begin to receive payment pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreement3(c)(i).

Termination by the Company Without Cause or by the Executive for Good Reason. If (ax) Employee shall not receive any of the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated pursuant to Section 4.2 by the Company other than for Cause, death or Disability (i.e., without Cause Cause) or (y) the Executive terminates employment with Good Reason, then the Executive shall be entitled to receive the following from the Company: (i) The amounts set forth in Section 7(a)(i); (ii) Within 10 days after the Date of Termination, a lump sum cash payment equal to the Highest Annual Bonus multiplied by the Executive for fraction obtained by dividing the number of days in the year through the Date of Termination by 365; (iii) Within 10 days after the Date of Termination, a lump sum cash payment in an amount equal to the sum of (A) the Executive’s Base Salary then in effect (determined without regard to any reduction in such Base Salary constituting Good Reason) and (B) the Highest Annual Bonus; (iv) For one year from the Date of Termination, the Company shall either (A) arrange to provide the Executive and his dependents, at the Company’s cost (except to the extent such cost was borne by the Executive prior to the Date of Termination, and further, to the extent that such post-termination coverages are available under the Company’s plans), with life, disability, medical and dental coverage, whether insured or not insured, providing substantially similar benefits to those which the Executive and his dependents were receiving immediately prior to the Date of Termination, or (B) in lieu of providing such coverage, pay to the Executive as severance twelve months of his annual Base Salary then no less frequently than quarterly in effectadvance an amount which, together with an additional amount calculated by dividing by 365 after taxes, is sufficient for the number of days employed Executive to purchase equivalent benefits coverage referred to in the year of termination and multiplying that number by the amount of the Executive’s previous year’s bonus clause (if anyA), such amount to be paid in one lump sum on the date the Release becomes effective, subject to standard payroll deductions and withholdings, ; provided, however, that if the Release Review Period begins in one tax year and ends in a later tax year, the payments Company’s obligation under this Section 5.2(b7(b)(iv) will shall be made following the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior reduced to the Separation Date for twelve extent that substantially similar coverages (12determined on a benefit-by-benefit basis) months.are provided by a subsequent employer; (cv) In Notwithstanding any provision to the event contrary in any stock option or restricted stock agreement between the Company and the Executive’s employment is terminated pursuant , all shares of stock and all options to Section 4.2acquire Company stock held by the Executive shall accelerate and become fully vested upon the Date of Termination (and all options shall thereupon become fully exercisable), and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested continue to be exercisable for the remainder of their stated terms; (vi) Any other additional benefits then due or earned in accordance with applicable plans and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms programs of the applicable stock plan and option agreementCompany; and (vii) The Company will provide out-placement counseling assistance in the form of reimbursement of the reasonable expenses incurred for such assistance within the 12-month period following the Date of Termination. Such reimbursement amount shall not exceed $40,000.

Termination by the Company Without Cause or by the Executive for Good Reason. (ai) Employee shall not receive The Employment Term and the Executive’s employment hereunder may be terminated (A) by the Company at any of time without Cause, effective four business days following the benefits pursuant date on which written notice to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable such effect is delivered to the Company Executive, or (B) by the Executive for “Good Reason” (as defined and substantially similar to the form attached hereto determined below), effective as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this set forth in Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein4(c)(iii). (bii) In If the event that Executive’s employment is terminated pursuant to Section 4.2 by the Company without Cause or by the Executive for Good Reason, the Company shall pay or provide to the Executive as severance twelve months of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 (A) the number of days employed in the year of termination Accrued Benefits and multiplying that number by the amount of (B) upon the Executive’s previous year’s bonus execution of a separation agreement containing a general release of claims substantially in the form attached as Exhibit A hereto (if anythe “Release”), and the expiration of the applicable revocation period with respect to such amount to be paid in one lump sum on Release within 60 days following the date of termination (the date on which the Release becomes effective, subject the “Release Effective Date”): (A) A lump sum cash payment equal to standard the product of (i) two and (ii) the sum of (1) the Base Salary in effect immediately prior to the date of termination (without regard to any reduction that gives rise to Good Reason) and (2) (x) if such termination occurs on or after the date on which the Annual Bonus, if any, is paid to the Executive in respect of the second calendar year following the calendar year in which the Effective Date occurs (the “Third Annual Bonus”), the average Annual Bonus paid in respect of each of the three calendar years prior to the date of termination or (y) if such termination occurs prior to the date on which the Third Annual Bonus, if any, is paid, the Target Bonus Amount in effect immediately prior to the date of termination (without regard to any reduction that gives rise to Good Reason), payable on the first regularly scheduled payroll deductions date of the Company following the Release Effective Date and withholdingsin no event later than the 60th day following the date of termination (the actual date of payment, the “Severance Payment Date”); provided, howeverthat, that if the Release Review Period 60 day period referenced in Section 4(c)(ii) begins in one tax calendar year and ends in a later tax subsequent calendar year, the payments under this Section 5.2(bSeverance Payment Date will in all events occur in the second calendar year; (B) will be made following A lump sum cash payment equal to the date Annual Bonus, if any, that the Release is effective that Executive would have received in respect of the calendar year prior to the calendar year in which the termination occurs in had the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, remained an active employee of the Company, based on the achievement of the applicable performance measures, to the extent unpaid as part of the termination date, payable on the date such amount would have been paid had the Executive continued in employment (the “Unpaid Bonus”); (C) A lump-sum payment equal to the product of (1) the Target Annual Bonus in effect for the calendar year in which the termination occurs, and (2) a fraction, the numerator of which shall equal the number of days during the year in which the termination date occurs that the Executive was employed by the Company and the denominator of which shall equal 365, payable on the Severance Payment Date (the “Pro-Rated Bonus”); (D) Continuation of the Company’s contributions necessary to maintain the Executive’s coverage for the 24 calendar months immediately following the end of the calendar month in which the termination date occurs under the medical, dental and vision programs in which the Executive participated immediately prior to his termination of employment (and such coverage shall include the Executive’s eligible dependents); provided, that, if the Company determines in good faith that such contributions would cause adverse tax consequences to the Company or the Executive under applicable law, the Company shall instead provide the Executive with monthly cash payments during such 24-month period in an amount that, after reduction for applicable taxes (assuming the Executive pays taxes at the highest marginal rates in the applicable jurisdictions), is equal to the amount of the Company’s monthly contributions referenced above. The applicable period of health benefit continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) shall begin on the expiration of such 24-month period; and (E) Full vesting as of the date of termination of any and all equity or equity-based awards relating to the securities of the Company and any Fund Incentives that are outstanding and unvested immediately prior to the date of such termination. (iii) For purposes of this Agreement, will pay that portion of “Good Reason” shall mean any action by the Company, in each case without the Executive’s COBRA premiums it was paying prior written consent, that (A) results in a material diminution in the Executive’s duties, authority or responsibilities or a diminution in the Executive’s title or position; (B) requires the Executive to report to any person other than the Chief Executive Officer or the Executive Chairman; (C) reduces the Base Salary, Target Annual Bonus or Target LTIP Award then in effect; (D) relocates the Executive’s principal place of employment to a location more than 25 miles from the location in effect immediately prior to such relocation; or (E) constitutes a material breach by the Separation Date for twelve Company of this Agreement or any other material agreement between the Executive and the Company ; provided, that, in no event shall the occurrence of any such condition constitute Good Reason unless (121) months. (c) In the event Executive gives notice to the Company of the existence of the Executive’s employment is terminated pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms knowledge of the applicable stock plan condition giving rise to Good Reason within 90 days following its initial existence, (2) the Company fails to cure such condition within 30 days following the date such notice is given and option agreement(3) the Executive terminates his employment with the Company within 30 days following the expiration of such cure period.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any Upon the termination of the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated pursuant to Section 4.2 by the Company without Cause pursuant to Section 4(b) hereof or by the Executive for Good ReasonReason pursuant to Section 4(c) hereof, the Company shall pay to the Executive as severance twelve months (i) that portion of his annual Base Salary then in effectearned through his last day of employment with the Company on its next regularly scheduled payroll date, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount of (ii) a severance payment equal to the Executive’s previous year’s bonus Base Salary (if any), such amount to be paid in one lump sum on calculated as a monthly amount) for a period of the date the Release becomes effective, subject to standard payroll deductions and withholdings, provided, however, that if the Release Review Period begins in one tax year and ends in a later tax year, the payments under this Section 5.2(b) will be made following the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part earlier of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) months. (c) In months following the event Executive’s last day of employment is terminated pursuant to Section 4.2with the Company or the Executive’s first day of a new position with another Person, and not for Cause, death or Disability, (iii) all unvested equity awards shall become fully vested, all unvested stock options shall become amounts that are fully vested and properly payable on or before his last day of employment under all retirement plans sponsored by the Company in accordance with the provisions of such plans, and (iv) all other amounts that are properly payable to the Executive by the Company that have not been paid to him on or before his last day of employment. The foregoing monthly severance payment shall begin within thirty (30) days following the Executive’s last day of employment with the Company and all other amounts shall be paid to the Executive within sixty (60) days of his last day of employment with the Company, unless provided otherwise by the ESOP or by a retirement, incentive compensation or other plan of the Company. In addition, all outstanding awards of cash bonuses, stock options, restricted stock and other incentive compensation (whether cash or equity based) shall vest and be paid or distributed to, or be exercisable and any ISO’s issued to by, as the case may be, the Executive will automatically convert in accordance with (I) the applicable Incentive Plan, (II) the applicable Award Agreement, or (III) in the absence of an Incentive Plan or an Award Agreement relating to a non-qualified options on particular award, as determined by the 91st day following termination, provided it has not been exercised, subject to Board of Directors (or a committee thereof) or the terms Chairman of the applicable stock plan and option agreementCompany.

Termination by the Company Without Cause or by the Executive for Good Reason. (ai) Employee shall not receive any If the employment of the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment Executive is terminated pursuant to Section 4.2 by the Company without Cause or by the Executive for Good Reason, the Company shall will pay the Executive one and one-half times the sum of (A) his base salary pursuant to Section 2(a) hereof, plus (B) an amount equal to the average annual Bonus paid to the Executive as severance twelve months for the three most recently completed calendar years prior to termination of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount of the Executive’s previous year’s bonus (if any), such amount to be paid in one lump sum on the date the Release becomes effective, subject to standard payroll deductions and withholdings, employment; provided, however, that if the Release Review Period begins Executive’s termination of employment occurs before the Bonus, if any, for the most recently completed calendar year is payable, then the averaging will be determined by reference to the three most recently completed calendar years before that calendar year. Such amount shall be paid in one substantially equal annual installments not less frequently than twice per month over the eighteen (18) month period commencing as of the date of termination of employment, provided that the first payment shall be made sixty (60) days following termination of employment and shall include all payments accrued from the date of termination of employment to the date of the first payment; provided, however, if the Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended (the “Code”), at the date of his termination of employment then, to the extent required to avoid a tax year under Code Section 409A, payments which would otherwise have been made during the first six (6) months after termination of employment shall be withheld and ends paid to the Executive during the seventh month following the date of his termination of employment. Notwithstanding the foregoing, if the total payments to be paid to the Executive hereunder, along with any other payments to the Executive, would result in a later the Executive being subject to the excise tax yearimposed by Code Section 4999, the Company shall reduce the aggregate payments under this Section 5.2(b) to the largest amount which can be paid to the Executive without triggering the excise tax, but only if and to the extent that such reduction would result in the Executive retaining larger aggregate after-tax payments. The determination of the excise tax and the aggregate after-tax payments to be received by the Executive will be made following by the date Company after consultation with its advisors and in material compliance with applicable law. For this purpose, the parties agree that the Release is effective payments provided for in this Paragraph (i) are intended to be reasonable compensation for refraining from performing services after termination of employment (i.e, the Executive’s obligations pursuant to Sections 4, 5 and 6) to the maximum extent possible, and if necessary or desirable, the Company will retain a valuator or consultant to determine the amount constituting reasonable compensation. If payments are to be reduced, to the extent permissible under Code Section 4999, payments will be reduced in a manner that occurs maximizes the after-tax economic benefit to the Executive and to the extent consistent with that objective, in the later following order of precedence: (A) first, payments will be reduced in order of those with the highest ratio of value for purposes of the calculation of the parachute payment to projected actual taxable compensation to those with the lowest such ratio, (B) second, cash payments will be reduced before non-cash payments, and (C) third, payments to be made latest in time will be reduced first. Any reduction will be made in a manner that is intended to avoid a tax year . Additionally, if being incurred under Code Section 409A. (ii) If the Term is not extended or the Term is not extended and the Company or the Executive timely elects and remains eligible for continued coverage under COBRA, terminates the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior employment upon or following expiration of the Term, such termination shall not be deemed to be a termination of the Separation Date Executive’s employment by the Company without Cause or a resignation by Executive for twelve (12) monthsGood Reason. (ciii) In Notwithstanding any other provision hereof, as a condition to the event payment of the amounts in this Section, the Executive shall be required to execute and not revoke within the revocation period provided therein, the Release. The Company shall provide the Release for the Executive’s employment execution in sufficient time so that if the Executive timely executes and returns the Release, the revocation period will expire before the date the Executive is terminated required to begin to receive payment pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreement3(c)(i).

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of If the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated (A) by the Company without Cause or (B) by the Executive for Good Reason (in either case, other than a termination due to the Executive’s death or Disability), in addition to the Accrued Amounts, the Executive shall be entitled to receive as severance (subject to Section 7(d)) the amounts set forth in this Section 7(b), provided the Executive executes and does not revoke the Release as required by Section 7(d). (i) The Executive shall be entitled to an amount equal to the product of (A) two times (B) the sum of (a) the Executive’s annual base salary (as described in Section 5(a)) as in effect immediately prior to the date of the Executive’s termination of employment, plus (b) the Executive’s target annual bonus (as described in Section 5(b)) as in effect immediately prior to the Executive’s termination of employment (the “Separation Pay”), for a period equal to twenty-four (24) months (the “Severance Period”), payable starting on the sixtieth (60th) day following the date of such termination (but with the first payment being a lump sum payment covering all payment periods from the date of termination through the date of such first payment), in substantially equal installments in accordance with the Company’s payroll practices during the Severance Period following the date of such termination, subject to reduction pursuant to the last paragraph of this Section 7(b) and/or Section 6(h); (ii) To the extent performance objectives applicable to the Executive’s annual bonus in the year of termination (including any objectives applicable to the Company’s targeted budget) are earned as of the end of the relevant bonus period, the Executive shall be entitled to the annual bonus earned for the calendar year of such termination pursuant to Section 4.2 5(b) of this Agreement, pro-rated based on the number of days the Executive was actively employed by the Company during such bonus period, payable at the time such annual bonus would otherwise be paid in accordance with Section 5(b) of this Agreement; (iii) Continued full participation in the Company’s health and welfare benefit programs (including full reimbursement for all health, dental and vision expenses, but excluding participation in the Company’s short- or long-term disability plans) for a period of eighteen (18) months following his termination date (for the avoidance of doubt, this continuation period shall run concurrently with any required COBRA continuation coverage); and (iv) Subject to Section 7(b)(v), if any Restricted Stock Units referenced in Section 5(c)(ii) remain unvested at the time of such termination, the next installment of the Restricted Stock Units that would have vested on the next scheduled vesting date shall vest as of the date of termination and the balance of any unvested Restricted Stock Units shall be forfeited. Also, if any awards issued to the Executive under the Stock Plan as to which vesting depends upon the satisfaction of one or more performance conditions remain unvested at the time of such termination, a prorated portion of the performance-vesting awards shall remain outstanding and eligible to vest based on actual performance through the last day of the applicable performance period, based on the number of days during the applicable performance period that the Executive was employed. Any performance-vesting awards that are earned based on actual performance will vest and settle as provided in the applicable award agreement. (v) If such termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason, Reason occurs within the Company shall pay to Executive as severance twelve months of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount of the Executive’s previous year’s bonus (if any), such amount to be paid in one lump sum on the date the Release becomes effective, subject to standard payroll deductions and withholdings, provided, however, that if the Release Review Period begins in one tax year and ends in a later tax year, the payments under this Section 5.2(b) will be made following the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) months. month period following a Change in Control (cas such term is defined in the Stock Plan), (A) In any Restricted Stock Units referenced in Section 5(c)(ii) which are not vested at the event Executive’s employment is terminated time of such termination shall immediately become vested and (B) any other awards granted to the Executive pursuant to Section 4.2the Stock Plan as to which vesting depends upon the satisfaction of one or more performance conditions and which are not vested at the time of termination shall immediately become vested based on actual performance through the termination date. Notwithstanding anything herein to the contrary, and not for Cause, death or Disability, all unvested equity awards the payment of the Separation Pay shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options be contingent on the 91st day following termination, provided it Executive acknowledging and certifying by accepting such payments that the Executive has not been exercised, subject to the terms accepted or obtained any full-time or substantial part-time employment or significant consulting services as of the applicable stock plan payment dates. If the Executive accepts full-time or substantial part-time employment or provides significant consulting services at any time during the Severance Period, the Executive shall provide the Company with prompt written notice thereafter and option agreementthe Executive agrees that the payment of the Separation Pay (or the remaining unpaid balance thereof, as applicable) shall be offset by the total compensation the Executive receives (or is entitled to receive) from such full-time or substantial part-time employment or significant consulting services during the Severance Period. The Executive shall provide such documentation as the Company may reasonably request for purposes of calculating the offset amount.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated pursuant to Section 4.2 of a termination by the Company without Cause or by the Executive for Good Reason, the Company Executive shall pay be entitled to Executive the following payments and benefits: (i) the Accrued Rights as severance twelve months provided in Section 7(a) hereof; (ii) his Annual Discretionary Bonus with respect to the calendar year prior to the date of termination, when otherwise payable, but only to the extent earned and approved by the Compensation Committee but not already paid; (iii) eligibility for a pro-rata portion of his annual Base Salary then Annual Discretionary Bonus with respect to the calendar year in effect, together with an additional amount calculated by dividing by 365 which the number of days employed in the year date of termination and multiplying that number by occurs, when otherwise payable (such pro-rata amount to be equal to the product of (A) the amount of the Annual Discretionary Bonus that would have been earned for such calendar year based on actual performance for such year, times (B) a fraction, (x) the numerator of which shall be the number of calendar days commencing January 1 of such year and ending on the date of termination, and (y) the denominator of which shall equal 365; (iv) in the event of a termination without Cause or by the Executive for Good Reason, a severance payment (the “Termination Payment”) in an amount equal to the product of 1.5 multiplied by the sum of (A) the amount of then-current Base Salary, plus (B) the amount of the Annual Discretionary Bonus paid (or earned and approved by the Compensation Committee but not already paid) in respect of the fiscal year immediately preceding the year which includes the date of termination. The Termination Payment (less applicable withholding taxes), shall be paid to the Executive in a cash lump-sum not later than 60 days following the date of termination; and (v) during the period commencing on the Termination Date and ending on the twelve (12)-month anniversary thereof or, if earlier, the date on which the Executive becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (in any case, the “COBRA Period”), subject to the Executive’s previous yearvalid election to continue healthcare coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder, the Company shall, in its sole discretion, either (A) continue to provide to the Executive and the Executive’s bonus dependents, at the Company’s sole expense, or (B) reimburse the Executive and the Executive’s dependents for coverage under its group health plan (if any), such amount to be paid at the same levels and costs in one lump sum effect on the date the Release becomes effectiveTermination Date (excluding, subject for purposes of calculating cost, an employee’s ability to standard payroll deductions and withholdings, pay premiums with pre-tax dollars); provided, however, that if the Release Review Period begins in one tax year and ends in a later tax year(1) any plan pursuant to which such benefits are provided is not, the payments under this Section 5.2(b) will be made following the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying or ceases prior to the Separation Date for twelve expiration of the continuation coverage period to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), (122) months. (c) In the event Company is otherwise unable to continue to cover the Executive or the Executive’s employment is terminated pursuant dependents under its group health plans or (3) the Company cannot provide the benefit without violating applicable law (including Section 2716 of the Public Health Service Act), then, in any such case, an amount equal to Section 4.2, and not for Cause, death or Disability, all unvested equity awards each remaining Company subsidy shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject thereafter be paid to the terms of Executive in substantially equal monthly installments over the applicable stock plan and option agreementCOBRA Period (or remaining portion thereof).

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of If the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated (A) by the Company without Cause or (B) by the Executive for Good Reason (in either case, other than a termination due to the Executive’s death or Disability), in addition to the Accrued Amounts, the Executive shall be entitled to receive as severance (subject to Section 7(d)) the amounts set forth in this Section 7(b), provided the Executive executes and does not revoke the Release as required by Section 7(d). (i) The Executive shall be entitled to an amount equal to the Executive’s annual base salary (as described in Section 5(a)), for a period equal to twelve (12]) months (the “Severance Period”), payable starting on the sixtieth (60th) day following the date of such termination (but with the first payment being a lump sum payment covering all payment periods from the date of termination through the date of such first payment), in substantially equal installments in accordance with the Company’s payroll practices during the Severance Period following the date of such termination, subject to reduction pursuant to Section 4.2 6(h); (ii) To the extent performance objectives applicable to the Executive’s annual bonus in the year of termination (including any objectives applicable to the Company’s targeted budget) are earned as of the end of the relevant bonus period, the Executive shall be entitled to the annual bonus earned for the calendar year of such termination pursuant to Section 5(b) of this Agreement, pro-rated based on the number of days the Executive was actively employed by the Company during such bonus period, payable at the time such annual bonus would otherwise be paid in accordance with Section 5(b) of this Agreement; (iii) Continued full participation in the Company’s health and welfare benefit programs (including full reimbursement for all health, dental and vision expenses, but excluding participation in the Company’s short- or long-term disability plans) for a period of twelve (12) months following the Executive’s termination date (for the avoidance of doubt, this continuation period shall run concurrently with any required continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”)); provided that the Company’s obligation to make any payment pursuant to this provision shall cease upon the date the Executive became eligible for coverage under the health plan of a future employer (regardless of whether the Executive elects such coverage) and the Executive shall promptly notify the Company of his eligibility for any such coverage; (iv) Subject to Section 7(b)(v), if any Restricted Stock Units referenced in Section 5(c)(ii) remain unvested at the time of such termination, the next installment of the Restricted Stock Units that would have vested on the next scheduled vesting date shall vest as of the date of termination and the balance of any unvested Restricted Stock Units shall be forfeited. Also, if any awards issued to the Executive under the Stock Plan as to which vesting depends upon the satisfaction of one or more performance conditions remain unvested at the time of such termination, a prorated portion of the performance-vesting awards shall remain outstanding and eligible to vest based on actual performance through the last day of the applicable performance period, based on the number of days during the applicable performance period that the Executive was employed. Any performance-vesting awards that are earned based on actual performance will vest and settle as provided in the applicable award agreement. (v) If such termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason, Reason occurs within the Company shall pay to Executive as severance twelve months of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount of the Executive’s previous year’s bonus (if any), such amount to be paid in one lump sum on the date the Release becomes effective, subject to standard payroll deductions and withholdings, provided, however, that if the Release Review Period begins in one tax year and ends in a later tax year, the payments under this Section 5.2(b) will be made following the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) months. month period following a Change in Control (cas such term is defined in the Stock Plan), (A) In any Restricted Stock Units referenced in Section 5(c)(ii) which are not vested at the event Executive’s employment is terminated time of such termination shall immediately become vested and (B) any other awards granted to the Executive pursuant to Section 4.2, the Stock Plan as to which vesting depends upon the satisfaction of one or more performance conditions and which are not for Cause, death or Disability, all unvested equity awards vested at the time of termination shall immediately become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options based on actual performance through the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreementtermination date.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of If the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated pursuant to Section 4.2 by the Company either before or after the end of the Term without Cause as provided in Section 4(d), or by the Executive terminates employment before or after the end of the Term for Good ReasonReason as provided in Section 4(e), then the Company shall, in addition to the Accrued Benefit, provide the following, subject to the Release Condition being satisfied no later than 60 days after the Date of Termination, as defined below, except that if the Executive’s Date of Termination is during the final 12 months of the Term or after the end of the Term, the Company may elect to waive its rights under Section 8(d)(i) (entitled “Non-Competition”) by written notice to the Executive that sets forth an effective date of said waiver, in which event the Severance Period shall be the greater of (x) 12 months after the Date of Termination or (y) the period of time from the Date of Termination until the effective date of said waiver. (i) The Company shall pay to the Executive as severance twelve months pay (the “Severance Pay”) consisting of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount of salary continuation at the Executive’s previous yearfinal Base Salary rate effective for the period from the Date of Termination until 24 months after the Date of Termination, except as otherwise provided above (the “Severance Period”). The Company shall pay the Executive the Severance Pay in substantially equal installments in accordance with the Company’s bonus (if any), such amount to be paid in one lump sum on payroll practice over the date Severance Period commencing within 60 days after the Release becomes effective, subject to standard payroll deductions and withholdings, Date of Termination; provided, however, that if the Release Review Period 60-day period begins in one tax calendar year and ends in a later tax second calendar year, the Severance Pay shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). Notwithstanding the foregoing, if the Executive breaches any of the provisions of Section 8 of this Agreement or the Separation Agreement (the “Specified Obligations”), the Company may cease payments of the Severance Pay and payments pursuant to Section 5(b)(iv); provided that if the Company ceases any such payments and the final determination of an arbitrator (or a court if the arbitration decision is challenged) is that the Executive did not breach any of the Specified Obligations or that any such breach was de minimis, the Executive shall recover and be awarded the reasonable legal fees and related expenses that he incurs with respect to the Company’s claim of breach and for the Executive’s recovery of unpaid Severance Pay and payments pursuant to Section 5(b)(iv), in addition to the unpaid Severance Pay and payments pursuant to Section 5(b)(iv). (ii) The Company shall vest the Executive in any Retention Bonus Pool awards pursuant to Section 3(e) that have not yet been vested; (iii) The Company shall pay to the Executive in a lump sum a pro rata bonus under this the Management Bonus Pool pursuant to Section 5.2(b3(b) will be made for the year in which the cessation of employment occurs. The Company shall make such payment no later than March 15 of the calendar year following the year in which the cessation of employment occurs; (iv) Subject to the Executive’s copayment of premium amounts at the active employees’ rate, the Company shall pay the remainder of the premiums for the Executive’s participation in the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”); provided that the Company’s payment obligation shall cease upon the earliest of (i) 18 months following the Date of Termination, (ii) the expiration of the Executive’s rights under COBRA, (iii) the Executive’s eligibility for group medical coverage through other employment, or (iv) the end of the Severance Period. The Executive shall promptly respond fully to any reasonable inquiries related to eligibility for other group medical coverage and shall promptly report to the Company if the Executive becomes eligible for such coverage. (v) On the date that is 60 days after the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRADate of Termination, the Executive shall vest with respect to any and all stock options, restricted stock or any stock-based awards held by the Executive as of the Date of Termination in connection with the Retention Bonus Pool (the “Sale Based Equity Awards”). The securities shall be immediately saleable and transferable without restriction other than pursuant to Securities and Exchange Commission Rule 144 and the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) monthsor BPFH’s xxxxxxx xxxxxxx policies. (cvi) In On the event Executive’s employment date that is terminated 60 days after the Date of Termination, the Executive shall vest with respect to a pro-rated portion of any stock option, restricted stock or other stock-based awards held by the Executive as of the Date of Termination other than those described in Section 5(b)(v), that are subject to service-based vesting (calculated based on the number of days elapsed during the full vesting period through the Date of Termination) (the “Employment Based Equity Awards”). Any termination or forfeiture of such unvested portion of any Employment Based Equity Award that is eligible for acceleration of vesting pursuant to Section 4.2, this section that otherwise would have occurred on or within 60 days after the Date of Termination will be delayed until the 60th day after the Date of Termination (but in no event later than the expiration date thereof) and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject only occur to the terms extent such portion of the applicable stock plan Employment Based Equity Award does not vest pursuant to this section. The securities shall be immediately saleable and option agreementtransferable without restriction other than pursuant to Securities and Exchange Commission Rule 144 and the Company’s or BPFH’s xxxxxxx xxxxxxx policies.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (bi) In the event that the Executive’s employment hereunder is (x) terminated pursuant to Section 4.2 by the Company without Cause Cause, other than due to Disability or by death or (y) the Executive resigns for Good Reason, the Executive shall be entitled to receive: (A) payment of the Accrued Amounts as soon as reasonably practicable, but no later than thirty (30) days, following the Termination Date; (B) payment of vested benefits, if any, in accordance with the applicable benefit plans and programs of the Company shall pay as in effect from time to Executive as severance twelve months of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount of time; and (C) subject to (x) the Executive’s previous yearsatisfaction of the Release Requirements and (y) the Executive’s bonus continued compliance with the Restrictive Covenants: (if any), such amount to be paid 1) continued payment of Base Salary at the annualized rate in one lump sum effect on the date Termination Date for a period of twenty-four (24) months following the Release becomes effectiveTermination Date, subject to standard payable in accordance with the Company’s usual and customary payroll deductions and withholdings, practices; provided, however, that if the Release Review Period begins in one tax year and ends in Executive terminates employment for Good Reason as a later tax yearresult of a reduction of his Base Salary, the payments amount paid under this Section 5.2(b11(c)(i)(C)(1) shall be determined as if such reduction had not occurred; (2) payment of two (2) times the prior year’s Annual Bonus or, if the Termination Date occurs during the Change in Control Period, the greater of the prior year’s Annual Bonus or his target Annual Bonus, in each case payable over a period of twenty-four (24) months following the Termination Date in accordance with the Company’s usual and customary payroll practices; provided, however that if the Executive terminates employment for Good Reason as a result of a reduction of his Annual Bonus opportunity and such reduction affected the prior year’s Annual Bonus, the amount paid under this Section 11(c)(i)(C)(2) shall be determined as if such reduction had not occurred; (3) a lump sum payment upon the Termination Date in an amount that, after applicable income and employment taxes calculated at the applicable maximum rate, is equal to the monthly COBRA premium the Executive would be required to pay to continue the group health coverage in effect on the Termination Date (which amount will be based on the premium for the first month of COBRA coverage) for a period of eighteen (18) months following the Termination Date, which payment will be made thirty (30) days after employment termination regardless of whether the Executive elects COBRA continuation coverage; and (4) solely to the extent the Termination Date occurs during the Change in Control Period, any then unvested equity awards shall immediately become vested in full as of the Termination Date. (ii) Payments to be made and benefits to be provided under Section 11(c)(i)(C) (together, the “Severance Payments”) shall be provided or shall commence on the 60th day after the Termination Date (the “Release Date”), provided that, as of the 50th day after the Termination Date, the Release Requirements are satisfied. If the Release Requirements are not satisfied as of the 50th day after the Termination Date, then the Executive shall not be entitled to any payments or benefits under the foregoing subsections and the Company and its Affiliates shall have no further obligations in connection therewith. If the Release Requirements are satisfied, then the portion of the Severance Payments which would otherwise have been paid during the period between the Termination Date and the Release Date shall instead be paid as soon as reasonably practicable following the date that the Release is effective that occurs in the later tax year Date. Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part For purposes of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) months. (c) In the event Executive’s employment is terminated pursuant to Section 4.2“Release Requirements” shall be satisfied if, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms as of the applicable stock plan date, the Executive has executed a general release of claims against the Company and option agreementits Affiliates in substantially the form attached hereto as Exhibit E and the revocation period required by applicable law has expired without the Executive’s revocation of such release.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to If the Company and substantially similar to shall terminate the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated before a Change in Control (as defined in Section 6(e)) other than for death, Disability pursuant to Section 4.2 by the Company without Cause 5(b) or by Cause, or if the Executive terminates his employment before a Change in Control for Good Reason, then the Company shall shall, within ten (10) days of the Date of Termination, pay to the Executive as severance twelve months any earned but unpaid installment of his annual Base Salary through the Date of Termination at the rate then in effect, together any accrued but unused vacation benefit and any other accrued and unpaid amounts due to the Executive under Section 4. In addition, subject to compliance with an additional amount calculated by dividing by 365 Section 6(f), upon the number Executive’s termination, the Executive shall be entitled to receive: (i) a severance benefit equal to the product of days employed two (2) and the Executive’s Base Salary at the rate then in effect; such benefit to be paid in equal or nearly equal installments, in accordance with the year Company’s regular payroll practices, for twenty-four (24) months beginning on the first day of termination and multiplying the month coincident with or next following the date that number by is six months after the amount Date of Termination; provided, however, that such installments shall begin on the first day of the month coincident with or next following the Date of Termination if the Company determines that such payments are not deferred compensation that is subject to Section 409A of the Code; (ii) a lump sum payment equal to the Pro Rata Portion of the Executive’s previous year’s bonus Maximum Bonus (if anyas such terms are defined in Section 6(a), ); such amount payment to be paid in one lump sum made on the first day of the month coincident with or next following the date that is six months after the Release becomes effectiveDate of Termination; provided, however, that such payment shall be made on the first day of the month coincident with or next following the Date of Termination if the Company determines that such payment is not deferred compensation that is subject to standard payroll deductions Section 409A of the Code; (iii) continued participation of the Executive and withholdingshis dependents in Company-provided medical or health insurance of benefit plans, at no cost to the Executive, for twenty-four (24) months after the Date of Termination; provided, however, that if the Release Review Period begins in one tax year and ends in a later tax year, the payments under this Section 5.2(b) will be made following the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) months. (c) In the event Executive’s employment is terminated pursuant to Section 4.2, and not for Cause, death applicable law or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of such plan prohibits the applicable continued participation of the Executive of his dependents for all or part of such period, the Company shall make a cash payment to the Executive that is sufficient, on an after-tax basis, to allow the Executive to obtain insurance that provides substantially the same benefits as the Company-provided medical or health insurance or benefit plan; and (iv) all of the Executive’s outstanding options, restricted stock plan awards and option agreementany other equity rights granted by the Company to the Executive shall be vested or exercisable, as applicable, and any such awards that include an exercise period shall remain exercisable until the earlier of the expiration date of such award or the third anniversary of the Date of Termination.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of During the benefits pursuant to this Section 5.2 unless he executes a general release in favor of Term, if the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated pursuant to Section 4.2 by the Company without Cause as provided in Section 3(d), or by the Executive terminates the Executive’s employment for Good ReasonReason as provided in Section 3(e), then the Company shall pay the Executive the Accrued Benefit. In addition, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Parent, the Company and all related persons and entities, confidentiality, return of property and non-disparagement and reaffirmation of Restrictive Covenants, in a form and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) the Company shall pay the Executive an amount equal to 1.5 times the sum of (A) the Executive’s Base Salary plus (B) the Target Annual Incentive Compensation (the “Severance Amount”); (ii) the Company shall pay the Executive pro-rated annual incentive compensation for the year in which the Date of Termination occurs, pro-rated based on the Date of Termination (the “Pro-Rated Annual Incentive Compensation”); and (iii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive as severance twelve months of his annual Base Salary then in effecta monthly cash payment for 18 months, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount of the Executive’s previous yearCOBRA health continuation period or the Executive’s bonus retiree medical plan period under the Company’s retiree medical plan, whichever ends earliest, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company. The amounts payable under Section 4(b)(i) and (if any), such amount to iii) shall be paid out in one lump sum on substantially equal installments in accordance with the date Company’s payroll practice over 18 months commencing within 60 days after the Release becomes effective, subject to standard payroll deductions and withholdings, Date of Termination; provided, however, that if the Release Review Period 60-day period begins in one tax calendar year and ends in a later tax second calendar year, the Severance Amount shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. The Pro-Rated Annual Incentive Compensation shall be paid on the date the Company pays annual incentive compensation to its executives, and in any event no later than March 15 of the year following the year in which the Date of Termination occurs. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A- 2(b)(2). Notwithstanding the foregoing, if the Executive breaches any of the Restrictive Covenants, all payments under this Section 5.2(b4(b) will be made following the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) monthsshall immediately cease. (c) In the event Executive’s employment is terminated pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreement.

Termination by the Company Without Cause or by the Executive for Good Reason. (ai) Employee shall not receive any If the employment of the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment Executive is terminated pursuant to Section 4.2 by the Company without Cause or by the Executive for Good Reason, the Company shall will pay the Executive one and one-half times the sum of (A) his base salary pursuant to Section 2(a) hereof, plus (B) an amount equal to the average annual Bonus paid to the Executive as severance twelve months for the three most recently completed calendar years prior to termination of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount of the Executive’s previous year’s bonus (if any), such amount to be paid in one lump sum on the date the Release becomes effective, subject to standard payroll deductions and withholdings, employment; provided, however, that if the Release Review Period begins Executive’s termination of employment occurs before the Bonus, if any, for the most recently completed calendar year is payable, then the averaging will be determined by reference to the three most recently completed calendar years before that calendar year. Such amount shall be paid in one substantially equal annual installments not less frequently than twice per month over the eighteen (18) month period commencing as of the date of termination of employment, provided that the first payment shall be made sixty (60) days following termination of employment and shall include all payments accrued from the date of termination of employment to the date of the first payment; provided, however, if the Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended (the “Code”), at the date of his termination of employment then, to the extent required to avoid a tax year under Code Section 409A, payments which would otherwise have been made during the first six (6) months after termination of employment shall be withheld and ends paid to the Executive during the seventh month following the date of his termination of employment. Notwithstanding the foregoing, if the total payments to be paid to the Executive hereunder, along with any other payments to the Executive, would result in a later the Executive being subject to the excise tax yearimposed by Code Section 4999, the Company shall reduce the aggregate payments to the largest amount which can be paid to the Executive without triggering the excise tax, but only if and to the extent that such reduction would result in the Executive retaining larger aggregate after-tax payments. The determination of the excise tax and the aggregate after-tax payments to be received by the Executive will be made by the Company after consultation with its advisors and in material compliance with applicable law. If payments are to be reduced, the payments under this Section 5.2(b) made latest in time will be reduced first and if any payments are to be made following at the date that the Release is effective that occurs in the later tax year . Additionallysame time, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, non-cash payments will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) monthsbe reduced before cash payments. (cii) In If the event Term is not extended or the Term is not extended and the Company or the Executive terminates the Executive’s employment upon or following expiration of the Term, such termination shall not be deemed to be a termination of the Executive’s employment by the Company without Cause or a resignation by Executive for Good Reason. (iii) Notwithstanding any other provision hereof, as a condition to the payment of the amounts in this Section, the Executive shall be required to execute and not revoke within the revocation period provided therein, the Release. The Company shall provide the Release for the Executive’s execution in sufficient time so that if the Executive timely executes and returns the Release, the revocation period will expire before the date the Executive is terminated required to begin to receive payment pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreement3(c)(i).

Termination by the Company Without Cause or by the Executive for Good Reason. If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates his employment for Good Reason as provided in Section 3(e), then the Company shall, through the Date of Termination, pay the Executive his Accrued Benefit. In addition, subject to (ai) Employee shall not receive any of the benefits pursuant Executive signing a separation agreement in a form and manner satisfactory to this Section 5.2 unless he executes the Company which includes a general release of claims in favor of the CompanyCompany and related persons and entities, a reaffirmation of all of the Executive’s Continuing Obligations (as defined below), and, in the Company’s sole discretion, a form acceptable to one-year post-employment noncompetition agreement, and shall provide that if the Company and substantially similar to Executive breaches any of the form attached hereto as Schedule B Continuing Obligations, all payments of the Severance Amount shall immediately cease (the “Release”) and (ii) such Release becoming irrevocable within the consideration time period specified therein set forth in such Release, but in no event later than 60 days following the Date of Termination, which shall include a seven (7) business day revocation period: (i) the Company shall pay the Executive an amount equal to twelve (12) months of the Executive’s Base Salary (the “Release Review PeriodSeverance Amount”) and until ); provided in the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability event the Executive is entitled to receive benefits any payments pursuant to this Section 5.2 the Restrictive Covenant Agreement, the Severance Amount received in any calendar year will be reduced by the amount the Executive is further conditioned upon his: returning all Company property; complying with his post termination obligations under this paid in the same such calendar year pursuant to the Restrictive Covenant Agreement and (the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein.“Restrictive Covenant Agreement Setoff”); (bii) In the event that Executive’s employment is terminated pursuant to Section 4.2 by the Company without Cause or by if the Executive for Good Reasonwas participating in the Company’s group health plan immediately prior to the Date of Termination and elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), then the Company shall pay to the Executive as severance a monthly cash payment for twelve (12) months of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount of or the Executive’s previous year’s bonus COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company. The Executive may continue to participate in COBRA benefits following the expiration of the twelve (if any)12) months, at his sole cost, provided that he remains eligible for such amount to participation; and (iii) the amounts payable under this Section 4(b) shall be paid out in one lump sum on substantially equal installments in accordance with the date Company’s payroll practice over twelve (12) months commencing within 60 days after the Release becomes effective, subject to standard payroll deductions and withholdings, Date of Termination; provided, however, that if the Release Review Period 60-day period begins in one tax calendar year and ends in a later tax second calendar year, the payments under this Section 5.2(b) will Severance Amount shall begin to be made paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the date that the Release is effective that occurs in the later tax year Date of Termination. Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) months. (c) In the event Executive’s employment is terminated Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreement1.409A-2(b)(2).

Termination by the Company Without Cause or by the Executive for Good Reason. If during the Initial Term, and prior to a Change of Control, the Company terminates the Executive’s employment without Cause, or the Executive terminates her employment for Good Reason, then, subject to Section 2.6 and, if applicable, the six-month delay set forth in Section 2.10: (ai) Employee shall The Company will pay to the Executive the Executive’s Base Salary earned through the Termination Date to the extent not receive any previously paid (the “Accrued Salary”); (ii) The Company will pay to the Executive in a lump sum in cash an amount equal to the sum of (A) a pro rata bonus in an amount determined by (1) calculating the average of the annual bonus received by the Executive for the three most recently completed fiscal years prior to the Termination Date, then (2) multiplying such bonus amount by the fraction obtained by dividing the number of days in the year through the Termination Date by 365 (the “Pro Rata Bonus”), and (B) an amount equal to the sum of (x) the Executive’s Base Salary in effect at the Termination Date and (y) the average annual bonus awarded to the Executive for the three fiscal years immediately preceding the Termination Date (excluding any payments for long-term incentives); (iii) For the period commencing on the Termination Date and ending on the earlier of (A) December 31st of the first calendar year following the calendar year in which the Termination Date occurs, or (B) the date that the Executive accepts new employment (the “Continuation Period”), the Company will at its expense provide, either as part of a group policy or as such policy may be converted to an individual policy, health, dental, vision and life insurance (the “benefit plans”) in which the Executive was entitled to participate as an employee as of the Termination Date; provided that the Executive’s continued participation is possible under the general terms and provisions of each such plan and all applicable laws. If the Executive is a “specified employee” governed by Section 2.10 hereof, to the extent that any benefits provided to the Executive under this Section 2.3(a)(iii) are taxable to the Executive, then, with the exception of nontaxable medical insurance benefits, the value of the aggregate amount of such taxable benefits provided to the Executive pursuant to this Section 5.2 unless he executes a general release in favor of 2.3(a)(iii) during the Company, in a form acceptable six month period following the Termination Date shall be limited to the Company amount specified by Section 402(g)(1)(B) of Code for the year in which the termination occurred. The Executive shall pay the cost of any benefits that exceed the amount specified in the previous sentence during the six-month period following the date of termination, and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer shall be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated pursuant to Section 4.2 reimbursed in full by the Company without Cause during the seventh month after the Termination Date. The coverage and benefits (including deductibles and costs) provided under any such benefit plan in accordance with this paragraph during the Continuation Period will be no less favorable to the Executive than the most favorable of such coverages and benefits provided to active employees of the Company during the Continuation Period. If the Executive’s participation in any such benefit plan is barred or any such benefit plan is terminated, the Company will use its best efforts to provide the Executive with benefits substantially similar or comparable in value to those the Executive would otherwise have been entitled to receive under such plans. At the end of the Continuation Period, the Executive will have the option to have assigned to him, at no cost and with no apportionment of prepaid premiums, any assignable insurance owned by the Company that relates specifically to the Executive. To the maximum extent permitted by law, the Executive will be eligible for medical coverage under COBRA. Notwithstanding the above, if the payment of health insurance premiums for the Executive is not permitted by the Patient Protection and Affordable Care Act, then in lieu of the health benefits provided for herein, the lump sum cash payment described in Section 2.3(a)(ii) will by increased by an amount equal to the first monthly COBRA premium multiplied by the maximum number of months in the Continuation Period; (iv) All benefits that the Executive is entitled to receive pursuant to benefit plans maintained by the Company under which benefits are calculated based upon years of service or age will be calculated by treating the Executive as having attained two additional years of age and as having provided two additional years of service as of the Termination Date; and (v) The Company will pay or deliver, as appropriate, all other benefits earned by the Executive or accrued for Good Reason, her benefit pursuant to any employee benefit plans maintained by the Company shall pay with respect to Executive as severance twelve months of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number services rendered by the amount of the Executive’s previous year’s bonus (if any), such amount to be paid in one lump sum on the date the Release becomes effective, subject to standard payroll deductions and withholdings, provided, however, that if the Release Review Period begins in one tax year and ends in a later tax year, the payments under this Section 5.2(b) will be made following the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) monthsTermination Date. (c) In the event Executive’s employment is terminated pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreement.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that If Executive’s employment is terminated pursuant to Section 4.2 by the Company without Cause or by the Executive terminates for Good Reason, then Executive shall receive, in addition to the Company shall pay Accrued Obligations, the following, subject to Executive as severance twelve months Section 9(h): (i) an amount equal to the sum of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount of (A) one times (1x) the Executive’s previous yearannual base salary and (B) a pro-rata portion of Executive’s target annual bonus (if anyprorated based on the percentage of the fiscal year that shall have elapsed through the Separation Date), in each case, as in effect on the Separation Date (or, if a reduction in Executive’s annual base salary gave rise to Good Reason under this Agreement, as in effect immediately prior to such reduction) (the “Severance Payment”); and (ii) provided that Executive timely and properly elects to purchase continued healthcare coverage under COBRA, a monthly amount equal to the employer portion of the monthly premiums paid under the Company’s group health plans as of the Separation Date, for the period ending on the earliest of (i) the one-year anniversary of the Separation Date, (ii) the date on which Executive becomes covered under another employer’s health plan or (iii) the expiration of the maximum COBRA continuation coverage period for which Executive is eligible under federal law. For the avoidance of doubt, Executive will be responsible for paying the applicable COBRA premiums directly to the Company’s COBRA administrator (the “COBRA Payment”). The Severance Payment and COBRA Payment (to the extent payable as described above) will be paid in one lump sum substantially equal installments over a period of twelve (12) months following the Separation Date in accordance with the Company’s regular payroll practices, beginning on the Company’s first regular payroll date the Release becomes effective, subject to standard payroll deductions and withholdings, provided, however, that if the Release Review Period begins in one tax year and ends in a later tax year, the payments under this Section 5.2(b) will be made following the date that the Release is Separation Agreement (as defined below) becomes fully effective and irrevocable (and the first installment will include all amounts that occurs in would have been paid on the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, regular payroll dates of the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to Company following the Separation Date for twelve (12) monthsprior to such date), except as described in Section 11(h). (c) In the event Executive’s employment is terminated pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreement.

Termination by the Company Without Cause or by the Executive for Good Reason. (ai) Employee shall not receive any If the employment of the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment Executive is terminated pursuant to Section 4.2 by the Company without Cause or by the Executive for Good Reason, the Company shall will pay the Executive three times the sum of (A) his base salary pursuant to Section 2(a) hereof, plus (B) an amount equal to the average annual Bonus paid to the Executive as severance twelve months of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount Company or the Parent for the three most recently completed calendar years prior to termination of the Executive’s previous year’s bonus (if any), such amount to be paid in one lump sum on the date the Release becomes effective, subject to standard payroll deductions and withholdings, employment; provided, however, that if the Release Review Period begins Executive’s termination of employment occurs before the Bonus, if any, for the most recently completed calendar year is payable, then the averaging will be determined by reference to the three most recently completed calendar years before that calendar year. Such amount shall be paid in one substantially equal installments not less frequently than twice per month over the thirty-six (36) month period commencing as of the date of termination of employment, provided that the first payment shall be made sixty (60) days following termination of employment and shall include all payments accrued from the date of termination of employment to the date of the first payment; provided, however, if the Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended (the “Code”), at the date of his termination of employment then, to the extent required to avoid a tax year under Code Section 409A, payments which would otherwise have been made during the first six (6) months after termination of employment shall be withheld and ends paid to the Executive during the seventh month following the date of his termination of employment. Notwithstanding the foregoing, if the total payments to be paid to the Executive hereunder, along with any other payments to the Executive, would result in a later the Executive being subject to the excise tax yearimposed by Code Section 4999, the Company shall reduce the aggregate payments under this Section 5.2(b) to the largest amount which can be paid to the Executive without triggering the excise tax, but only if and to the extent that such reduction would result in the Executive retaining larger aggregate after-tax payments. The determination of the excise tax and the aggregate after-tax payments to be received by the Executive will be made following by the date Company after consultation with its advisors and in material compliance with applicable law. For this purpose, the parties agree that the Release is effective payments provided for in this Section 3(c) (i) are intended to be reasonable compensation for refraining from performing services after termination of employment (i.e, the Executive’s obligations pursuant to Sections 4, 5 and 6) to the maximum extent possible, and if necessary or desirable, the Company will retain a valuator or consultant to determine the amount constituting reasonable compensation. If payments are to be reduced, to the extent permissible under Code Section 4999, payments will be reduced in a manner that occurs maximizes the after-tax economic benefit to the Executive and to the extent consistent with that objective, in the later following order of precedence: (A) first, payments will be reduced in order of those with the highest ratio of value for purposes of the calculation of the parachute payment to projected actual taxable compensation to those with the lowest such ratio, (B) second, cash payments will be reduced before non-cash payments, and (C) third, payments to be made latest in time will be reduced first. Any reduction will be made in a manner that is intended to avoid a tax year . Additionallybeing incurred under Code Section 409A. (ii) If the Term is not extended beyond December 31, if 2017 or the Term is not extended beyond December 31, 2017 and the Company or the Executive timely elects and remains eligible for continued coverage under COBRA, terminates the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior employment upon or following expiration of the Term, such termination shall not be deemed to be a termination of the Separation Date Executive’s employment by the Company without Cause or a resignation by Executive for twelve (12) monthsGood Reason. (ciii) In Notwithstanding any other provision hereof, as a condition to the event payment of the amounts in this Section, the Executive shall be required to execute and not revoke within the revocation period provided therein, the Release. The Company shall provide the Release for the Executive’s employment execution in sufficient time so that if the Executive timely executes and returns the Release, the revocation period will expire before the date the Executive is terminated required to begin to receive payment pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreement3(c)(i).

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. EmployeeThe Executive’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations employment under this Agreement and may be terminated by the Proprietary Information, Inventions and Non-Competition Agreement; and complying with Company at any time without “Cause” (as defined in Section 6(b)) upon thirty (30) days’ prior written notice to the Release including without limitation Executive or by the Executive at any non-disparagement and confidentiality provisions contained therein. (b) In time during the event that Term for “Good Reason”. Any termination by the Company of the Executive’s employment under this Agreement which does not constitute a termination for Cause under Section 6(b) and is terminated pursuant to not a termination on account of death or disability under Section 4.2 6(c) shall be deemed a termination without Cause. Upon any such termination of the Executive’s employment by the Company without Cause or by the Executive for Good ReasonReason during the Term, all obligations of the Company under this Agreement shall thereupon immediately terminate other than any obligations with respect to Accrued Obligations. In addition, subject to the Executive signing within the applicable consideration period a general release of claims in a form and manner satisfactory to the Company and the lapse of any statutory revocation period (the “Release Requirement”), the Company shall continue to pay to the Executive as severance twelve months of his annual Base Salary at the rate then in effect, together with an additional amount calculated by dividing by 365 effect pursuant to Section 4(a) for a period of twelve (12) months from the number Date of days employed in Termination; provided that the year Company shall make the first payment of termination and multiplying that number such Base Salary continuation at any time determined by the amount Company within sixty (60) days of the Executive’s previous year’s bonus (if any), such amount to be paid in one lump sum on the date the Release becomes effective, subject to standard payroll deductions and withholdings, provided, however, Date of Termination; provided further that if the Release Review Period sixty (60) day period begins in one tax calendar year and ends in a later tax second calendar year, the Base Salary continuation payments under this Section 5.2(bshall begin to be paid in the second calendar year by the last day of such sixty (60) will be made following day period. The first such payment of Base Salary continuation shall include payment for all Base Salary that would have been paid by such date if Base Salary payments had not ceased due to the date that termination of the Executive’s employment. Also subject to the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRARequirement, the Company, as part Company shall (i) pay 100% of this Agreement, will pay that portion the costs to provide up to three (3) months of outplacement support services at a level appropriate for the Executive’s COBRA title and responsibilities and (ii) pay the same share of group medical and dental plan premiums for the Executive that it was paying prior to pays for active employees at the Separation Date same site location with the same level of group medical and dental plan benefits for a period of twelve (12) months. (c) In months from the event Executive’s employment is terminated Date of Termination; provided that such contributions toward group medical and dental plan continuation coverage shall be pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms Executive’s election of the applicable stock plan COBRA coverage and option agreementcontinued eligibility for such continuation.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this This Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is hereunder may be terminated pursuant to Section 4.2 by the Company without Cause or by the Executive for Good ReasonReason in accordance with the provisions set forth herein. In the event of such termination, the Executive shall be entitled to receive the Accrued Amounts and, subject to the Executive’s compliance with Sections 6 through 9 of this Agreement and his execution of a general release of claims in favor of the Company and all of its related entities and individuals (the “Release”), which shall include a re-affirmation of Executive’s non-disparagement obligation and his obligation to comply with Sections 6 through 9 of this Agreement and such Release becoming effective within the number of days permitted under applicable law following the Termination Date (the “Release Effective Date”), the Executive shall be entitled to receive the following: (i) continued Base Salary for six (6) months following the Termination Date payable in equal installments in accordance with the Company’s normal payroll practices, but no less frequently than monthly, which shall commence on the Company’s regular pay day for the pay period immediately following the pay period that includes the Release Effective Date; (ii) any unpaid Annual Bonus with respect to any completed fiscal year immediately preceding the Termination Date if the Executive was still employed by the Company on the last day of the preceding fiscal year; (iii) a pro-rated payment equal to the Executive’s target bonus for the year in which the Termination occurs as defined in section 4.2(a) hereof multiplied by the percentage of days the Executive was employed by the Company in the year of termination, and payable as and when such bonuses are normally paid for other executives of the Company; and (iv) if the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or comparable State continuation law, the Company shall pay to reimburse the Executive as severance twelve months of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 for the number of days employed in difference between the year of termination and multiplying that number monthly COBRA or comparable State continuation law premium paid by the Executive for himself and his dependents and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall be paid to the Executive on the fifteenth of the Executive’s previous year’s bonus month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (if any), such amount to be paid in one lump sum on i) the six (6) month anniversary of the Termination Date; (ii) the date the Release becomes effective, subject Executive (in the case of his) or any of his dependents (in the case of such dependent) is no longer eligible to standard payroll deductions receive COBRA or comparable State law continuation coverage; and withholdings, provided, however, that if the Release Review Period begins in one tax year and ends in a later tax year, the payments under this Section 5.2(b(iii) will be made following the date that on which the Release is effective that occurs Executive (in the later tax year . Additionally, if Executive timely elects and remains case of his) or any of his dependents (in the case of such dependent) becomes eligible for continued to receive substantially similar coverage under COBRA, the Company, as part from another employer or other source. (b) For purposes of this Agreement, will pay that portion “Good Reason” shall mean the occurrence of Executive’s COBRA premiums it was paying prior to any of the Separation Date for twelve (12) months. (c) In following, in each case during the event Executive’s employment is terminated pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISOunder this Agreement without the Executive’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreement.written consent:

Termination by the Company Without Cause or by the Executive for Good Reason. (ai) Employee shall not receive any If the employment of the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment Executive is terminated pursuant to Section 4.2 by the Company without Cause or by the Executive for Good Reason, the Company shall will pay the Executive two times the sum of (A) his base salary pursuant to Section 2(a) hereof, plus (B) an amount equal to the average annual Bonus paid to the Executive as severance twelve months for the three most recently completed calendar years prior to termination of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount of the Executive’s previous year’s bonus (if any), such amount to be paid in one lump sum on the date the Release becomes effective, subject to standard payroll deductions and withholdings, employment; provided, however, that if the Release Review Period begins Executive’s termination of employment occurs before the Bonus, if any, for the most recently completed calendar year is payable, then the averaging will be determined by reference to the three most recently completed calendar years before that calendar year. Such amount shall be paid in one substantially equal annual installments not less frequently than twice per month over the twenty-four (24) month period commencing as of the date of termination of employment, provided that the first payment shall be made sixty (60) days following termination of employment and shall include all payments accrued from the date of termination of employment to the date of the first payment; provided, however, if the Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended (the “Code”), at the date of his termination of employment then, to the extent required to avoid a tax year under Code Section 409A, payments which would otherwise have been made during the first six (6) months after termination of employment shall be withheld and ends paid to the Executive during the seventh month following the date of his termination of employment. Notwithstanding the foregoing, if the total payments to be paid to the Executive hereunder, along with any other payments to the Executive, would result in a later the Executive being subject to the excise tax yearimposed by Code Section 4999, the Company shall reduce the aggregate payments to the largest amount which can be paid to the Executive without triggering the excise tax, but only if and to the extent that such reduction would result in the Executive retaining larger aggregate after-tax payments. The determination of the excise tax and the aggregate after-tax payments to be received by the Executive will be made by the Company after consultation with its advisors and in material compliance with applicable law. If payments are to be reduced, the payments under this Section 5.2(b) made latest in time will be reduced first and if any payments are to be made following at the date that the Release is effective that occurs in the later tax year . Additionallysame time, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, non-cash payments will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) monthsbe reduced before cash payments. (cii) In If the event Term is not extended or the Term is not extended and the Company or the Executive terminates the Executive’s employment upon or following expiration of the Term, such termination shall not be deemed to be a termination of the Executive’s employment by the Company without Cause or a resignation by Executive for Good Reason. (iii) Notwithstanding any other provision hereof, as a condition to the payment of the amounts in this Section, the Executive shall be required to execute and not revoke within the revocation period provided therein, the Release. The Company shall provide the Release for the Executive’s execution in sufficient time so that if the Executive timely executes and returns the Release, the revocation period will expire before the date the Executive is terminated required to begin to receive payment pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreement3(c)(i).

Termination by the Company Without Cause or by the Executive for Good Reason. a. The Executive may resign (aand thereby terminate his employment under this Agreement) Employee shall at any time for Good Reason (as defined below), upon not receive any of the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable less than thirty (30) days’ prior written notice to the Company and substantially similar to specifying in reasonable detail the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated pursuant to Section 4.2 by the Company without Cause or by the Executive for Good Reason, the Company shall pay to Executive as severance twelve months of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount of the Executive’s previous year’s bonus (if any), such amount to be paid in one lump sum on the date the Release becomes effective, subject to standard payroll deductions and withholdingsreason therefor, provided, however, that if the Release Review Period begins in one tax year and ends in reason for resignation for Good Reason is susceptible of a later tax yearcure, the payments under this Section 5.2(bCompany shall have a period of thirty (30) will be made following the date that the Release is effective that occurs in the later tax year days after such written notice to effect a cure. Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part For purposes of this Agreement, will pay that portion “Good Reason” shall mean (a) any material failure by the Company to comply with any material obligation imposed by this Agreement (including the failure of a successor to the Company to assume this Agreement or any purported termination hereof which is not in compliance with any applicable notice provisions hereof); (b) a reduction of Executive’s COBRA premiums it was paying prior to Base or a material reduction in the Separation Date for twelve (12) months. Executive’s title, position, duties or responsibilities; (c) the Executive’s assignment to an office of the Company located more than fifty (50) miles from the Company’s current Boca Raton, Florida office; or (d) the Company’s creation of working conditions that a reasonable person in the Executive’s position would consider unreasonable or intolerable, as conclusively determined by the Compensation Committee. The Company may terminate the employment of Executive without cause and the Executive may terminate the Agreement with Good Reason, in each case, at any time upon 30 days’ prior written notice, provided that in either such event the Company shall be obligated to pay Executive, in a lump sum within fifteen (15) days of the date of termination of employment, an amount equal to 100% of the sum of (a) Executive’s then current Base Salary, and (b) any bonuses paid to Executive during the 12 month period preceding the date of such termination. In addition, the event Company shall maintain the Executive’s health insurance, life insurance and disability insurance at its expense on the same terms and conditions as existed during the Executive’s employment is terminated pursuant for the unexpired Term of this Agreement; provided, that such benefits will not be continued in the event that Executive obtains similar benefits in connection with any future employment. Moreover, in such event, Executive shall be entitled to Section 4.2receive all other customary post-termination benefits under the Company’s retirement plans, insurance programs, and not for Causeother benefit plans, death or Disabilityand Executive shall be entitled to acceleration of any vesting under any long-term incentive plans, all unvested equity awards shall become fully vested, all including the vesting of any unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable or stock plan and option agreementwarrants.

Termination by the Company Without Cause or by the Executive for Good Reason. (ai) Employee shall not receive any If the employment of the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment Executive is terminated pursuant to Section 4.2 by the Company without Cause or by the Executive for Good Reason, the Company shall will pay the Executive one times the sum of (A) his base salary pursuant to Section 2(a) hereof, plus (B) an amount equal to the average annual Bonus paid to the Executive as severance twelve months of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount Company or the Parent for the three most recently completed calendar years prior to termination of the Executive’s previous year’s bonus (if any), such amount to be paid in one lump sum on the date the Release becomes effective, subject to standard payroll deductions and withholdings, employment; provided, however, that if the Release Review Period begins in one tax Executive’s termination of employment occurs before the Bonus, if any, for the most recently completed calendar year and ends in a later tax yearis payable, then the payments under this Section 5.2(b) averaging will be made following the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior determined by reference to the Separation Date for three most recently completed calendar years before that calendar year. Such amount shall be paid in substantially equal installments not less frequently than twice per month over the twelve (12) monthsmonth period commencing as of the date of termination of employment, provided that the first payment shall be made sixty (60) days following termination of employment and shall include all payments accrued from the date of termination of employment to the date of the first payment; provided, however, if the Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended (the “Code”), at the date of his termination of employment then, to the extent required to avoid a tax under Code Section 409A, payments which would otherwise have been made during the first six (6) months after termination of employment shall be withheld and paid to the Executive during the seventh month following the date of his termination of employment. Notwithstanding the foregoing, if the total payments to be paid to the Executive hereunder, along with any other payments to the Executive, would result in the Executive being subject to the excise tax imposed by Code Section 4999, the Company shall reduce the aggregate payments to the largest amount which can be paid to the Executive without triggering the excise tax, but only if and to the extent that such reduction would result in the Executive retaining larger aggregate after-tax payments. The determination of the excise tax and the aggregate after-tax payments to be received by the Executive will be made by the Company after consultation with its advisors and in material compliance with applicable law. For this purpose, the parties agree that the payments provided for in this Section 3(c) (i) are intended to be reasonable compensation for refraining from performing services after termination of employment (i.e, the Executive’s obligations pursuant to Sections 4, 5 and 6) to the maximum extent possible, and if necessary or desirable, the Company will retain a valuator or consultant to determine the amount constituting reasonable compensation. If payments are to be reduced, to the extent permissible under Code Section 4999, payments will be reduced in a manner that maximizes the after-tax economic benefit to the Executive and to the extent consistent with that objective, in the following order of precedence: (A) first, payments will be reduced in order of those with the highest ratio of value for purposes of the calculation of the parachute payment to projected actual taxable compensation to those with the lowest such ratio, (B) second, cash payments will be reduced before non-cash payments, and (C) third, payments to be made latest in time will be reduced first. Any reduction will be made in a manner that is intended to avoid a tax being incurred under Code Section 409A. (ii) If the Term is not extended beyond December 31, 2017 or the Term is not extended beyond December 31, 2017 and the Company or the Executive terminates the Executive’s employment upon or following expiration of the Term, such termination shall not be deemed to be a termination of the Executive’s employment by the Company without Cause or a resignation by Executive for Good Reason. (ciii) In Notwithstanding any other provision hereof, as a condition to the event payment of the amounts in this Section, the Executive shall be required to execute and not revoke within the revocation period provided therein, the Release. The Company shall provide the Release for the Executive’s employment execution in sufficient time so that if the Executive timely executes and returns the Release, the revocation period will expire before the date the Executive is terminated required to begin to receive payment pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreement3(c)(i).

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this This Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s 's employment is hereunder may be terminated pursuant to Section 4.2 by the Company without Cause or by the Executive for Good ReasonReason in accordance with the provisions set forth herein. In the event of such termination, the Executive shall be entitled to receive the Accrued Amounts and, subject to the Executive's compliance with Sections 6 through 9 of this Agreement and his execution of a general release of claims in favor of the Company and all of its related entities and individuals (the "Release"), which shall include a re-affirmation of Executive’s non-disparagement obligation and his obligation to comply with Sections 6 through 9 of this Agreement and such Release becoming effective within the number of days permitted under applicable law following the Termination Date (the “Release Effective Date”), the Executive shall be entitled to receive the following: (i) continued Base Salary for six (6) months following the Termination Date payable in equal installments in accordance with the Company's normal payroll practices, but no less frequently than monthly, which shall commence on the Company’s regular pay day for the pay period immediately following the pay period that includes the Release Effective Date; (ii) any unpaid Annual Bonus with respect to any completed fiscal year immediately preceding the Termination Date if the Executive was still employed by the Company on the last day of the preceding fiscal year; (iii) a pro-rated payment equal to the Executive’s target bonus for the year in which the Termination occurs as defined in section 4.2(a) hereof multiplied by the percentage of days the Executive was employed by the Company in the year of termination, and payable as and when such bonuses are normally paid for other executives of the Company; and (iv) if the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") or comparable State continuation law, the Company shall pay to reimburse the Executive as severance twelve months of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 for the number of days employed in difference between the year of termination and multiplying that number monthly COBRA or comparable State continuation law premium paid by the Executive for himself and his dependents and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall be paid to the Executive on the fifteenth of the Executive’s previous year’s bonus month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (if any), such amount to be paid in one lump sum on i) the six (6) month anniversary of the Termination Date; (ii) the date the Release becomes effective, subject Executive (in the case of his) or any of his dependents (in the case of such dependent) is no longer eligible to standard payroll deductions receive COBRA or comparable State law continuation coverage; and withholdings, provided, however, that if the Release Review Period begins in one tax year and ends in a later tax year, the payments under this Section 5.2(b(iii) will be made following the date that on which the Release is effective that occurs Executive (in the later tax year . Additionally, if Executive timely elects and remains case of his) or any of his dependents (in the case of such dependent) becomes eligible for continued to receive substantially similar coverage under COBRA, the Company, as part from another employer or other source. (b) For purposes of this Agreement, will pay that portion "Good Reason" shall mean the occurrence of Executive’s COBRA premiums it was paying prior to any of the Separation Date for twelve (12) months. (c) In following, in each case during the event Executive’s employment is terminated pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on under this Agreement without the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreement.Executive's written consent:

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of If the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is and the Employment Term are terminated pursuant to Section 4.2 (x) by the Company without other than for Cause (and not due to Executive’s death or Disability) or (y) by the Executive for Good Reason, then the Company shall pay or provide the Executive with the following: (i) the Accrued Benefits; (ii) subject to Executive as severance twelve the Executive’s continued compliance with the obligations in Sections 8, 9. and 10 hereof, an amount equal to 12 months of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount of the Executive’s previous yearBase Salary (but not as an employee), paid monthly in accordance with the Company’s bonus payroll practices in effect on the date of termination (the “Severance Payments”) for a period of 12 months following such termination (the “Severance Period”); provided that to the extent that the payment of any amount constitutes “nonqualified deferred compensation” for purposes of “Code Section 409A” (as defined in Section 21 hereof), any such payment scheduled to occur during the first sixty ( 60) days following such termination shall not be paid until the regularly scheduled pay period following the sixtieth ( 60th) day following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto; and provided, further, that payment of the Severance Payments shall immediately cease upon the Executive beginning any subsequent employment or consulting relationship during the Severance Period; and (iii) subject to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof and the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will reimburse the Executive for the monthly COBRA premium paid by the Executive for the Executive and the Executive’s eligible dependents (if any) until the earliest to occur of (A) the end of the Severance Period, (B) the date on which the Executive is no longer eligible for COBRA coverage, and (C) the date on which the Executive becomes eligible to participate in another plan that offers group health benefits (such reimbursement, the “COBRA Subsidy”) (the Severance Payments and the COBRA Subsidy, together, the “Severance Benefits”), such amount provided that the Company may modify the subsidized COBRA continuation coverage contemplated hereby to be paid in one lump sum the extent reasonably necessary to avoid the imposition of any excise taxes on the date Company for failure to comply with the Release becomes effectivenondiscrimination requirements of Section 105(h) of the Internal Revenue Code of 1986, subject to standard payroll deductions as amended; the Patient Protection and withholdingsAffordable Care Act of 2010, providedas amended; and/or the Health Care and Education Reconciliation Act of 2010, howeveras amended, that if the Release Review Period begins and in one tax year and ends in a later tax yeareach case, the regulations and guidance promulgated thereunder (to the extent applicable). During such time that the Executive is receiving any Severance Benefits, if (A) the Company discovers grounds constituting Cause existed prior to the Executive’s termination of employment, or (B) the Executive breaches any restrictive covenants set forth in Section 9 below, the Executive’s right to receive any Severance Benefits shall immediately cease and be forfeited, and the Executive shall immediately repay to the Company any Severance Benefits previously paid to the Executive. Any Severance Benefits provided in this Section 7(d) shall be in lieu of any termination or severance payments or benefits for which the Executive may be eligible under any of the plans, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation. For the avoidance of doubt, to the event that the Executive dies while receiving Severance Benefits under this Section 5.2(b) will be made following the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA7(d), the Company, as part remainder of this Agreement, will pay that portion of any amounts owed to the Executive shall be paid to the Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) monthsestate. (c) In the event Executive’s employment is terminated pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreement.

Termination by the Company Without Cause or by the Executive for Good Reason. If (ax) Employee shall not receive any of the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated pursuant to Section 4.2 by the Company other than for Cause, death or Disability (i.e., without Cause Cause) or (y) the Executive terminates employment with Good Reason, then the Executive shall be entitled to receive the following from the Company: (i) The amounts set forth in Section 7(a)(i); (ii) Within 10 days after the Date of Termination, a lump sum cash payment equal to the Annual Bonus Amount multiplied by the Executive for fraction obtained by dividing the number of days in the year through the Date of Termination by 365; (iii) Within 10 days after the Date of Termination, a lump sum cash payment in an amount equal to 1.5 times the sum of (A) the Executive’s Base Salary then in effect (determined without regard to any reduction in such Base Salary constituting Good Reason) and (B) the Annual Bonus Amount; (iv) For one year from the Date of Termination, the Company shall either (A) arrange to provide the Executive and his dependents, at the Company’s cost (except to the extent such cost was borne by the Executive prior to the Date of Termination, and further, to the extent that such post-termination coverages are available under the Company’s plans), with life, disability, medical and dental coverage, whether insured or not insured, providing substantially similar benefits to those which the Executive and his dependents were receiving immediately prior to the Date of Termination, or (B) in lieu of providing such coverage, pay to the Executive as severance twelve months of his annual Base Salary then no less frequently than quarterly in effectadvance an amount which, together with an additional amount calculated by dividing by 365 after taxes, is sufficient for the number of days employed Executive to purchase equivalent benefits coverage referred to in the year of termination and multiplying that number by the amount of the Executive’s previous year’s bonus clause (if anyA), such amount to be paid in one lump sum on the date the Release becomes effective, subject to standard payroll deductions and withholdings, ; provided, however, that if the Release Review Period begins in one tax year and ends in a later tax year, the payments Company’s obligation under this Section 5.2(b7(b)(iv) will shall be made following reduced to the date extent that the Release is effective that occurs substantially similar coverages (determined on a benefit-by-benefit basis) are provided by a subsequent employer; and (v) Any other additional benefits then due or earned in the later tax year . Additionally, if Executive timely elects accordance with applicable plans and remains eligible for continued coverage under COBRA, programs of the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) months. (c) In the event Executive’s employment is terminated pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreement.; and

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to The Board acting for the Company and substantially similar shall have the right, at any time in its sole discretion, to terminate the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. EmployeeExecutive’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations employment under this Agreement at any time for any reason other than Cause, or no reason at all (any such termination, a termination “Without Cause”), upon not less than thirty (30) days prior written notice to the Executive, and the Proprietary InformationExecutive may, Inventions by written notice to the Board, terminate his employment under this Agreement (and Nonhe hereby has such right) by reason of any act, decision or omission by the Company or the Board that: (i) materially diminishes the Executive’s Base Salary; (ii) materially diminishes the Executive’s authority, duties, or responsibilities (other than such changes that typically occur in connection with a company becoming a publicly-Competition Agreementtraded company); (iii) relocates the Executive without his consent from the Company’s offices located at 2000 Xxxxxxxxxx Xxxxxx Xxxx., Xxxxx X000 PMB 264, Kxxx, Xxxxx 00000 to any other location in excess of fifty (50) miles beyond the geographic limits of Katy, Texas that increases the Executive’s one-way commute to work by at least fifty (50) miles based on the Executive’s primary residence immediately prior to the time such relocation is announced; or (iv) constitutes a material breach of this Agreement (each a “Good Reason”). The Executive must give the Company written notice of the condition that gives rise to the Good Reason within ninety (90) days of the occurrence of the condition, in which event the Company shall have thirty (30) days to remedy the condition, and complying with after which the Release including without limitation any non-disparagement and confidentiality provisions contained thereinExecutive may resign for Good Reason within ninety (90) days after the Company fails to reasonably remedy the condition. (b) In the event that Executive’s employment is terminated the Company or the Executive shall exercise the termination right granted pursuant to Section 4.2 by the Company without Cause 6.2(a), then except as set forth below, neither party shall have any rights or by the Executive for Good Reasonobligations under Article 1, Article 2, Section 3.1, Section 3.2, or Article 4; provided, however, that the Company shall pay to the Executive as severance twelve (i) an amount equal to twenty four (24) months of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount of the Executive’s previous yearBase Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) plus two times the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus (if anyduring the Term prior to such termination), such and (ii) any amount due and owing as of the Termination Date pursuant to Section 3.1, Section 3.2 (including a Bonus for the year in which the termination occurs prorated to the date of termination based on the Executive’s average bonus received for the immediately preceding three (3) years) and Article 4. Such amounts shall be paid in one a single lump sum on the date the Release becomes effective, subject to standard payroll deductions and withholdingsseventy five (75) days after Executive terminates employment, provided, however, that if the Release Review Period begins payments pursuant to clause (i) above are contingent on the Executive having executed a release in one tax year favor of the Company within sixty (60) days following Executive’s termination of employment and ends in a later tax yearnot thereafter revoking such release. In addition, the payments under this Section 5.2(bCompany shall provide the Executive (and his family members) will be made following the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for with twelve (12) months. months of paid COBRA coverage for any Company sponsored group health plan (cexcluding any flexible spending account) In in which the event Executive is enrolled at the time of Executive’s termination of employment is terminated pursuant (provided, however, that if doing so would result in adverse tax consequences (e.g., under Internal Revenue Code Section 105(h)), the Company shall instead pay executive an amount equal to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued one (1) month of COBRA continuation premiums with respect to Executive will automatically convert to a non-qualified options each such group health plan on the 91st first day following termination, provided it has not been exercised, subject to the terms of each of the applicable stock plan and option agreementfirst twelve (12) months following Executive’s termination of employment).

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to If the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that terminates Executive’s employment is terminated pursuant without Cause as provided in and under Section 6(c) or if Executive resigns/terminates Executive’s employment for “Good Reason” under Section 6(d), then (1) Executive will be entitled to his Vested Rights (and any COBRA rights under applicable law); and (2) in addition, and subject to the conditions set forth in Section 4.2 by 7(c) below, the Company without Cause or will provide the following (collectively, the “Severance Pay”): (i) the Company will pay Executive an amount equal to two times the sum of (A) Executive’s Base Salary plus (B) the average of the last 3 annual bonuses received by the Executive for Good Reasonthe three immediately preceding fiscal years (or, of Executive has been employed for less than three years under this Agreement, the average of all annual bonuses received while employed under this Agreement); and (ii) if Executive was participating in the Company’s group health plan immediately prior to the Termination Date and elects COBRA health continuation coverage, then the Company shall pay to Executive as severance twelve a monthly cash payment for 12 months of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount of the or Executive’s previous yearCOBRA health continuation period, whichever ends earlier, in an amount equal to the monthly cost of such COBRA premium for Executive (and, if applicable, Executive’s bonus (if anyqualified and participating dependents), such amount to . The amounts payable under Sections 7(b)(i) and 7(b)(ii) shall be paid in one lump sum on substantially equal installments in accordance with the Company’s payroll practice and schedule over a period of 52 weeks commencing within 60 days after the effective date of the Release becomes effective, subject to standard payroll deductions and withholdings, termination of Executive’s employment; provided, however, that if the Release Review Period 60-day period begins in one tax calendar year and ends in a later tax second calendar year, the payments under this Section 5.2(b) will Severance Pay shall begin to be made paid in the second calendar year by the last day of such 60-day period, provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the effective date that of the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion termination of Executive’s COBRA premiums it was paying prior employment. Each payment pursuant to the Separation Date this Agreement is intended to constitute a separate payment for twelve (12) months. (c) purposes of Treasury Regulation Section 1.409A-2(b)(2). In the event of Executive’s employment is terminated pursuant to Section 4.2death while receiving Severance Pay, and not for CauseExecutive’s designated beneficiary (or, death or Disabilityif none, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISOExecutive’s issued to Executive estate) will automatically convert to a non-qualified options on receive the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreementremaining Severance Pay installments.

Termination by the Company Without Cause or by the Executive for Good Reason. If (ax) Employee shall not receive any of the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated pursuant to Section 4.2 by the Company other than for Cause, death or Disability (i.e., without Cause Cause) or (y) the Executive terminates employment with Good Reason, then the Executive shall be entitled to receive the following from the Company: (i) The amounts set forth in Section 7(a)(i); (ii) Within 10 days after the Date of Termination, a lump sum cash payment equal to the Annual Bonus Amount multiplied by the Executive for fraction obtained by dividing the number of days in the year through the Date of Termination by 365; (iii) Within 10 days after the Date of Termination, a lump sum cash payment in an amount equal to 1.5 times the sum of (A) the Executive’s Base Salary then in effect (determined without regard to any reduction in such Base Salary constituting Good Reason) and (B) the Annual Bonus Amount; (iv) For 18 months from the Date of Termination, the Company shall pay to the Executive as severance twelve months no less frequently than quarterly in advance an amount which, after taxes, is sufficient for the Executive to purchase medical and dental coverage for the Executive and his dependents (including through coverage provided under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA)) that is substantially equivalent to the medical and dental coverage that the Executive and his annual Base Salary then in effectdependents were receiving immediately prior to the Date of Termination and that is available to comparable active employees, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number reduced by the amount of the Executive’s previous year’s bonus (if any), such amount to that would be paid in one lump sum on by comparable active employees for such coverage under the date the Release becomes effective, subject to standard payroll deductions and withholdings, Company’s plans; provided, however, that if the Release Review Period begins in one tax year and ends in a later tax year, the payments Company’s obligation under this Section 5.2(b7(b)(iv) will shall be made following the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior reduced to the Separation Date for twelve extent that substantially similar coverages (12determined on a benefit-by-benefit basis) months.are provided by a subsequent employer; (cv) In Notwithstanding any provision to the event contrary in any stock option or restricted stock agreement between the Company and the Executive’s employment is terminated pursuant , all shares of stock and all options to Section 4.2acquire Company stock held by the Executive shall accelerate and become fully vested upon the Date of Termination (and all options shall thereupon become fully exercisable), and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested continue to be exercisable for the remainder of their stated terms; (vi) Any other additional benefits then due or earned in accordance with applicable plans and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms programs of the applicable stock plan and option agreement.Company; and

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of If, during the benefits pursuant to this Section 5.2 unless he executes a general release in favor of Employment Period, the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment with the Company is terminated pursuant to Section 4.2 by the Company without Cause other than for Cause, or by the Executive for Good Reason, then: (i) the Executive shall receive from the Company the Accrued Benefits, which shall pay be paid within ten (10) days after the later of the date of termination of the Executive’s employment and the date of the Change in Control; provided that (x) for this purpose, Accrued Benefits shall not include any entitlement to severance under any Company severance policy generally applicable to the Company’s salaried employees and (y) to the extent that any Annual Bonus or Long-Term Incentive Award to be paid to the Executive as severance twelve following a Change in Control pursuant to the EIP is included in Accrued Benefits hereunder and paid to the Executive, such payment shall be deemed to satisfy the Company’s obligation, if any, to make payment of the same pursuant to the EIP; (ii) the Executive shall receive from the Company, no less than ten (10) days following termination of his employment, a lump sum payment (the “Termination Payment”) equal to three (3) times the Annual Compensation; (iii) for purposes of determining the Executive’s benefit under the SERP Agreement, the Executive shall be credited with 36 additional months of his annual Base Salary then in effectage and of service determined as follows: (A) The additional 36 months of age and service shall be applied for purposes of benefit accrual, together vesting, eligibility for early retirement, subsidized early retirement factors, actuarial equivalence and any other purposes under the Retirement Plan and the SERP Agreement. (B) Any provision under the Retirement Plan or the SERP Agreement prohibiting the accrual of any additional benefits after the Executive has been credited with an additional amount calculated by dividing by 365 the more than a stated number of days employed in the year years of termination and multiplying that number by service shall be disregarded. (C) For purposes of determining the amount of the Executive’s previous year’s bonus (if any)benefit under the SERP Agreement, such amount to the reduction in respect of the benefit paid under the Retirement Plan shall be paid in one lump sum based on the date Executive’s actual Retirement Plan benefit (that is, without any additional deemed service). (D) For purposes of determining the Release becomes effective, subject to standard payroll deductions Early Retirement Benefit (as defined in the SERP Agreement) and withholdings, provided, however, that if other forms of benefit under the Release Review Period begins in one tax year and ends in a later tax yearSERP Agreement, the payments reductions for early commencement of payment of Early Retirement Benefits described in the second sentence of Section 5.2 of the SERP Agreement shall not apply. (E) The Benefit Computation Base (as defined in the SERP Agreement) shall be determined as if it were being calculated at the end of the 36 month period of service credited to the Executive under this Section 5.2(b7(d)(iii) will be made following and as if during such 36 additional month period the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it annualized compensation was paying prior the same as such compensation for (I) the Year during which the Executive’s employment is terminated, or, (II) any Year before the Change in Control occurred, whichever is greater. (F) Any amendment to the Separation Date for Retirement Plan within the twelve (12) monthsmonth period prior to the termination of the Executive’s employment shall be disregarded to the extent that the application of such amendment would decrease the total amount of the benefits provided for in this Section 7(d)(iii). (cG) In The Executive shall be entitled to a lump sum distribution of his SERP in all events, and the event Company shall not be entitled to require payment over a longer period. If the Executive elects a lump sum payment (i) the actuarial equivalent benefit shall be determined in accordance with the provisions of the Retirement Plan as in effect immediately prior to the Change in Control, or as in effect on termination of the Executive’s employment, whichever creates the greater benefit, and (ii) payment shall be made within thirty (30) days following the later of (A) termination of the Executive’s employment, or (B) the date the Executive gives written notice of the Executive’s intent to elect a lump sum. (iv) the Executive shall be paid a lump sum amount equal to (A) the sum of (I) the total aggregate value of all contributions, other than elective contributions by the Executive and employer matching contributions relating thereto, and forfeitures allocated to the Executive’s account under the 401(k) Plan for the Plan Year ending immediately prior to the Change of Control, or, if different, the Plan Year ending immediately prior to the termination of the Executive’s employment, whichever Plan Year would produce the greater aggregate value, and (II) (A) the matching contributions under the 401(k) Plan (or its successor) which would have been credited under such plan on Executive’s behalf, if the Executive had contributed the maximum salary deferral contribution allowable under Section 402(g) of the Code, for the calendar year in which the Executive’s employment with the Company was terminated, multiplied by (B) three (3). (v) all rights under any equity or long-term incentive plan shall be fully vested to the extent not otherwise provided by the terms of any such plan; (vi) the Executive shall continue to be covered at the expense of the Company by the same or equivalent hospital, medical, dental, accident, disability and life insurance coverage as in effect for the Executive immediately prior to termination of his employment, until the earlier of (I) 36 months following termination of employment, or (II) the date the Executive has commenced new employment and has thereby become eligible for comparable benefits; provided that, with respect to any of the coverages described above, if such coverage is terminated pursuant to Section 4.2provided through an insurance policy with an insurance company unaffiliated with the Company (before or after the Change in Control), and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to if under the terms of the applicable stock plan and option agreementpolicy, it is not possible to provide continued coverage (or if continued coverage under such policy would increase the Company’s cost allocable to the Executive by more than 100%), then the Company shall pay the Executive a lump sum cash amount, no later than thirty (30) days following termination of employment an amount equal to twice the aggregate allocable cost of such coverage as applicable immediately prior to termination of employment, such payment to be made without any discount for present value.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of If the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated pursuant to Section 4.2 by the Company without Cause or by the Executive for Good Reason: (i) the Company shall pay to the Executive his Base Salary, unused vacation pay accrued or prorated through the Date of Termination, any Performance Bonus earned for the year prior to the year of termination but not yet paid, and a pro-rated Performance Bonus for the year of termination (as calculated below), and shall reimburse the Executive pursuant to Section 5(d) for reasonable business expenses incurred but not paid prior to such termination of employment (together, “Final Compensation”). The Base Salary and vacation components of Final Compensation shall be paid in a lump sum on or about the Date of Termination, within the time periods required by the laws of the state of California. Any unpaid prior-year Performance Bonus component of Final Compensation, if any, shall be paid at such time or times as annual bonuses are paid generally to the Company’s senior executives (but in no event later than March 15th of the year following that in which such bonus was earned). The pro-rated Performance Bonus component of the Final Compensation, if any, shall be calculated by multiplying the Performance Bonus (if any) paid to the Executive (or still owed to the Executive) for the first full calendar year prior to the year in which such termination occurs by a fraction, the numerator of which is the number of days that the Executive was employed during the year in which the termination occurs and the denominator of which is 365, and, subject to Section 8(e), including without limitation, Sections 8(e)(iii) and (iv), the resulting amount shall be paid on the 60th day after the Date of Termination; (ii) provided the Executive signs, returns and does not revoke the Executive Release of Claims as set forth above, the Company shall pay to the Executive as severance twelve months of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 a lump-sum cash payment equal to the number of days employed in the year of termination and multiplying that number by the amount sum of the Executive’s previous year’s bonus then-current Base Salary plus the total Performance Bonus amount paid to the Executive (if any)or still owed to the Executive) for the first full calendar year prior to the year in which such termination occurs, such amount to be paid in one lump sum on the date the Release becomes effectivemultiplied by two, subject to standard Section 8(e), including, without limitation, Sections 8(e)(iii) and (iv), and such payment shall be made on the 60th day after the Date of Termination; (iii) provided the Executive signs, returns and does not revoke the Executive Release of Claims as set forth above, for the period commencing with the first full calendar month following the Date of Termination and ending on the earlier of (A) the day preceding the third anniversary thereof or (B) the date on which the Executive becomes entitled to coverage under the group health plan of a subsequent employer (the “Coverage Period”), the Company shall pay the Executive an additional amount of $5,000 per month, payable in substantially equal, taxable installments on the Company’s regularly scheduled payroll dates (net of applicable deductions and withholdingswithholding), with any amounts otherwise payable prior to the 60th day following the Date of Termination instead payable on the first payroll date occurring on or after such 60th day, provided, however, that if the Executive shall provide the Company with written notice within 15 days after becoming eligible for coverage under the group health plan of any subsequent employer; and (iv) provided the Executive signs and returns the Executive Release Review Period begins in one tax year and ends in a later tax yearof Claims as set forth above, the payments under this Section 5.2(b) will be made following vesting and lapsing of restrictions shall automatically accelerate on all unvested or restricted equity awards awarded to the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date of Termination (including, without limitation, the Time-Based Restricted Shares, the Performance Shares (which shall vest as if the highest Target Stock Price (i.e., the $69.85 threshold set forth above) had been achieved) and any restricted shares of Company common stock issued in respect of Performance Shares), and all such awards shall remain exercisable for twelve the full life of such awards (12) months. (c) In determined without regard to the event Executive’s employment is terminated pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms termination of the applicable stock plan and option agreementemployment).

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of If the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated pursuant to Section 4.2 by the Company without Cause or by the Executive for Good Reason, subject to the Executive signing, returning and not revoking a separation agreement to be provided by the Company that includes, among other terms, a general release of claims (which shall include, without limitation, a release of all releasable claims other than to payments under Section 4 or outstanding equity, obligations to cooperate with the Company and reaffirmation of the Executive’s obligations under any noncompetition, non-solicitation, non-disclosure or inventions agreement (the “Release”)) within the time period required by the Release but in no event later than 60 days after the Date of Termination: (i) the Company shall pay the Executive an amount equal to Executive as severance (A) twelve (12) months of his Executive’s annual Base Salary then in effect, together with Salary; and (B) an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount equal to twelve (12) months of the Executive’s previous yearTarget Annual Cash Incentive Compensation for the year preceding the Date of Termination (the “Severance Amount”). The Severance Amount shall be paid out in substantially equal installments in accordance with the Company’s applicable payroll practices over twelve (12) months (the twelve (12) months after the Date of Termination, the “Severance Period”). The Company shall also pay Executive any earned, unpaid annual bonus for the year immediately prior to the year in which the Date of Termination occurs, subject to Section 2(b); (if anyii) subject to the Executive’s election of and eligibility for COBRA rights and copayment of premium amounts at the active employees’ rate as of the Date of Termination (the “Active Employee Premiums”), the Company shall pay the remainder of the premiums for the Executive’s participation in the Company’s group health plans pursuant to COBRA; provided that the Company’s payment obligation shall cease upon the earliest of the end of the Severance Period, the Executive’s eligibility for group health insurance from another employer, or the expiration of the Executive’s rights under COBRA. As a condition of eligibility for such amount payments, the Executive (A) authorizes the deduction of the Active Employee Premiums from the Severance Amount; and (B) shall promptly respond fully to any reasonable inquiries from the Company related to the Executive’s COBRA eligibility; and (iii) the amounts payable under this Section 4(b) shall be paid or commence to be paid in one lump sum on within 60 days after the date the Release becomes effective, subject to standard payroll deductions and withholdings, Date of Termination; provided, however, that if the Release Review Period 60-day period begins in one tax calendar year and ends in a later tax second calendar year, such payment shall be paid or commence to be paid in the payments under this Section 5.2(b) will be made second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the date that the Release is effective that occurs in the later tax year Date of Termination. Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) months. (c) In the event Executive’s employment is terminated Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreement1.409A-2(b)(2).

Termination by the Company Without Cause or by the Executive for Good Reason. If (ax) Employee shall not receive any of the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated pursuant to Section 4.2 by the Company other than for Cause, death or Disability (i.e., without Cause Cause) or (y) the Executive terminates employment with Good Reason, then the Executive shall be entitled to receive the following from the Company: (i) The amounts set forth in Section 8(a)(i); (ii) Within 10 days after the Date of Termination, a lump sum cash payment equal to the Highest Annual Bonus multiplied by the Executive for fraction obtained by dividing the number of days in the year through the Date of Termination by 365; (iii) Within 10 days after the Date of Termination, a lump sum cash payment in an amount equal to the sum of (A) the Executive’s Base Salary then in effect (determined without regard to any reduction in such Base Salary constituting Good Reason) and (B) the Highest Annual Bonus; (iv) For one year from the Date of Termination, the Company shall either (A) arrange to provide the Executive and her dependents, at the Company’s cost (except to the extent such cost was borne by the Executive prior to the Date of Termination), with life, disability, medical and dental coverage, whether insured or not insured, providing substantially similar benefits to those which the Executive and her dependents were receiving immediately prior to the Date of Termination, or (B) in lieu of providing such coverage, pay to the Executive as severance twelve months of his annual Base Salary then no less frequently than quarterly in effectadvance an amount which, together with an additional amount calculated by dividing by 365 after taxes, is sufficient for the number of days employed Executive to purchase equivalent benefits coverage referred to in the year of termination and multiplying that number by the amount of the Executive’s previous year’s bonus clause (if anyA), such amount to be paid in one lump sum on the date the Release becomes effective, subject to standard payroll deductions and withholdings, ; provided, however, that if the Release Review Period begins in one tax year and ends in a later tax year, the payments Company’s obligation under this Section 5.2(b8(b)(iv) shall be reduced to the extent that substantially similar coverages (determined on a benefit-by-benefit basis) are provided by a subsequent employer; (v) Any other additional benefits then due or earned in accordance with applicable plans and programs of the Company; and (vi) The Company will be made provide out-placement counseling assistance in the form of reimbursement of the reasonable expenses incurred for such assistance within the 12-month period following the date that the Release is effective that occurs in the later tax year Date of Termination. Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) monthsSuch reimbursement amount shall not exceed $40,000. (c) In the event Executive’s employment is terminated pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreement.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of the benefits pursuant to this Section 5.2 unless he she executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon hisher: returning all Company property; complying with his her post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated pursuant to Section 4.2 by the Company without Cause 5.2, and not for Cause, Death or by the Executive for Good ReasonDisability, the Company shall pay to Executive as severance twelve months of his her annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount of the Executive’s previous year’s bonus (if any), such amount to be paid in one lump sum on the date the Release becomes effective, subject to standard payroll deductions and withholdings, provided, however, that if the Release Review Period begins in one tax year and ends in a later tax year, the payments under this Section 5.2(b) will be made following the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) months. (c) In the event Executive’s employment is terminated pursuant to Section 4.25.2, and not for Cause, death Death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreement.

Termination by the Company Without Cause or by the Executive for Good Reason. (ai) Employee shall not receive any If the employment of the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment Executive is terminated pursuant to Section 4.2 by the Company without Cause or by the Executive for Good ReasonReason and such termination constitutes a Termination of Employment, the Company will pay the Executive (A) such maximum Incentive Bonus to which Executive would have been entitled had Executive remained in the employ of the Company the later of the entire calendar year in which such termination occurs, or the end of the Term, (B) his base salary pursuant to Section 2(a) hereof for the remainder of the Term plus ninety (90) days, and (C) an amount equal to the actual cost of ninety (90) days of the Executive’s health insurance premiums pursuant to Section 2(f) hereof, or if applicable, COBRA premium payments, commencing with the COBRA payment next due after termination, should the Executive elect COBRA (the “Continuing Benefit”). Such amount shall be paid in arrears in substantially equal installments not less frequently than monthly over the remainder of the Term commencing within thirty (30) days following the effective date of termination; provided, however, if the Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended (the “Code”), at the date of his Termination of Employment, then such portion of the payments that would result in a tax under Code Section 409A if paid during the first six (6) months after Termination of Employment shall be withheld, starting with the payments latest in time during such six (6) month period, and paid to the Executive during the seventh month following the date of his Termination of Employment. Notwithstanding the foregoing, if the total payments to be paid to the Executive hereunder, along with any other payments to the Executive, would result in the Executive being subject to the excise tax imposed by Code Section 4999, the Company shall pay reduce the aggregate payments to the largest amount which can be paid to the Executive as severance twelve months of his annual Base Salary then in effectwithout triggering the excise tax, together with an additional amount calculated by dividing by 365 but only if and to the number of days employed extent that such reduction would result in the year Executive retaining larger aggregate after-tax payments. The determination of termination the excise tax and multiplying that number the aggregate after-tax payments to be received by the amount Executive will be made by the Company. If payments are to be reduced, the payments made latest in time will be reduced first. (ii) If the original Term is not extended or the Company or the Executive terminates the Executive’s employment in accordance with the Agreement upon or following expiration of the Term, such termination shall not be deemed in and of itself to be a termination of the Executive’s previous year’s bonus (if any), such amount to be paid in one lump sum on employment by the date the Release becomes effective, subject to standard payroll deductions and withholdings, provided, however, that if the Release Review Period begins in one tax year and ends in Company without Cause or a later tax year, the payments under this Section 5.2(b) will be made following the date that the Release is effective that occurs in the later tax year . Additionally, if resignation by Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) monthsGood Reason. (ciii) In Notwithstanding any other provision hereof, as a condition to the event Executive’s employment is terminated pursuant payment of the amounts in this Section, the Executive shall be required to Section 4.2, execute and not for Causerevoke within the revocation period provided therein, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreementRelease.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of If the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment with the Company is terminated pursuant to Section 4.2 by the Company without Cause other than for Cause, or by the Executive for Good Reason, then: (i) the Executive shall receive from the Company the Accrued Benefits, the Prorated Bonus and any unpaid Non-Competition and Retention Amount, which shall pay to Executive as severance twelve months of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 be paid within ten (10) business days after the number of days employed in the year date of termination and multiplying that number by the amount of the Executive’s previous yearemployment; and (ii) (A) the pre-Merger Options shall become immediately vested and exercisable (to the extent not previously vested and exercisable) and shall remain exercisable for the period provided under the applicable option agreement, (B) if such termination takes place following a Change of Control (as defined in Section 15) that occurs after the Effective Date, any other grants of equity-based compensation awards from TD or the Company shall become immediately vested and exercisable (to the extent not previously vested and exercisable) and, if applicable, shall remain exercisable for the period provided under the applicable award agreement, and (C) if such termination occurs prior to the third anniversary of the Effective Date, RSUs shall vest (or to the extent such termination occurs prior to the grant of such RSUs, the RSUs shall be granted and vest) but shall be paid out, subject to the Executive’s bonus (if anycontinued compliance with Sections 12(a), 12(b) and 13, on the third (3rd) anniversary of the Effective Date, and further the payout shall be determined without regard to the performance conditions; and (iii) the “Severance Amount” shall be paid to the Executive in a lump sum within 10 business days after the termination of the Executive’s employment. For this purpose, the Severance Amount shall be the product of (I) the lesser of (A) three or (B) the number of years and portions thereof remaining from the date of termination to the fourth (4th) anniversary of the Effective Date, but not less than 1.5; provided that, if such amount termination occurs after a Change of Control, not less than two and (II) the sum of (A) the Base Salary, (B) the average annual bonus paid (including any amounts deferred or paid in equity) to the Executive under the annual bonus plan of the Company for the last three full fiscal years of the Company ending prior to the date of termination, or such shorter number of years that the Executive has been employed by the Company and eligible to receive a full year bonus, and (C) (1) the total aggregate value of all contributions, other than elective contributions by the Executive and employer matching contributions relating thereto, and forfeitures allocated to the Executive’s account under the 401(k) Plan for the plan year ending immediately prior to the Effective Date, or, if different, the plan year immediately prior to the termination of the Executive’s employment, whichever year would produce the greater aggregate value, and (2) the matching contributions under the 401(k) Plan (or its successor) which would have been credited under such plan on the Executive’s behalf, if the Executive had contributed the maximum salary deferral contribution allowable under Section 402(g) of the Code, for the calendar year in which the Executive’s employment with the Company was terminated. As used in this Agreement, “401(k) Plan” means the Company’s 401(k) Plan dated January 1, 2001, as amended from time to time, or any successor plan; and (iv) the Executive shall continue to be paid covered at the expense of the Company by the same or equivalent hospital, medical, dental, accident, disability and life insurance coverage as in one lump sum on effect for the Executive immediately prior to termination of the Executive’s employment, until the earlier of (A) thirty-six (36) months following termination of employment, or (B) the date the Release becomes effectiveExecutive has commenced new employment and has thereby become eligible for comparable benefits; provided that, subject with respect to standard payroll deductions and withholdings, provided, however, that if any of the Release Review Period begins in one tax year and ends in a later tax year, the payments under this Section 5.2(b) will be made following the date that the Release is effective that occurs in the later tax year . Additionallycoverages described above, if Executive timely elects such coverage is provided through an insurance policy with an insurance company unaffiliated with the Company and remains eligible for continued coverage if under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) months. (c) In the event Executive’s employment is terminated pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreementpolicy, it is not possible to provide continued coverage (or if continued coverage under such policy would increase the Company’s cost allocable to the Executive by more than one hundred percent (100%)), then the Company shall pay the Executive a lump sum cash amount, no later than thirty (30) days following termination of employment an amount equal to twice the aggregate allocable cost of such coverage as applicable immediately prior to termination of employment, such payment to be made without any discount for present value (the “Medical Benefits”).

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive At any of time, either the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to Executive or the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under may terminate this Agreement and the Proprietary InformationExecutive’s employment, Inventions and Non-Competition Agreement; and complying with effective thirty (30) days after written notice is provided to the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In other. If the event that Company terminates the Executive’s employment is terminated pursuant to Section 4.2 by the Company without Cause or by if the Executive resigns employment for Good Reason (as defined below), the Executive will receive from the Company, subject to Section 5(f) below, (i) any base salary accrued through the date of termination and reimbursement of expenses, (ii) any earned, but unpaid, Annual Bonus through the date of termination and at the time otherwise payable under this Agreement (i.e., after the end of the applicable service period provided it is earned and on a prorated basis) and reimbursement of expenses, and (iii) a single, lump sum severance payment equal to one year of the Executive’s base salary. If Executive voluntarily resigns, Executive will receive only the amounts set forth in (i) and (ii) in the preceeding sentence, on the same terms and conditions stated therein, with no severance payment. If the Company terminates the Executive’s employment without Cause or if the Executive resigns employment for Good Reason, the Executive will vest fully in any Restricted Stock (and the related Retained Distributions) not otherwise vested as of the date of termination. For a period of 18 months following the date of termination, the Company shall pay will make COBRA Coverage available to the Executive as severance twelve months of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount of the Executive’s previous year’s bonus (if any)eligible family members. Subject to Section 5(f) below, such amount to be paid in the Company will directly pay, or will reimburse the Executive for, the first one lump sum on year of premiums for the date the Release becomes effectiveCOBRA Coverage. However, subject to standard payroll deductions and withholdings, provided, however, that if the Release Review Period begins in one tax year Executive becomes re-employed with another employer and ends in a later tax yearis eligible to receive any health insurance benefits under another employer’s plans, the payments Company’s obligations to pay or reimburse for medical and dental insurance benefits under this Section 5.2(b5(d) shall terminate. COBRA Coverage extending beyond the first year after the Executive’s date of termination will be made following at the date that the Release is effective that occurs in the later tax year Executive’s sole expense. Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part For purposes of this Agreement, will pay that portion each of the following is a “Good Reason” for the Executive to terminate employment with the Company: (i) the Company’s imposition of material and adverse changes, without the Executive’s COBRA premiums it was paying prior to consent, in the Separation Date for twelve (12) months. (c) In the event Executive’s principal duties (including upon a Change of Control); (ii) the Company’s move (including upon a Change of Control) of the Company’s corporate office (out of which the Executive is based) more than 50 miles from its current location without the Executive’s consent; and (iii) the reduction by the Company (including upon a Change of Control) in the Executive’s base salary without the Executive’s consent by more than the weighted average percentage reduction made contemporaneously by the Company of the base salaries all other executive officers. Despite the foregoing, if within the 30-day period after receiving the Executive’s notice of intent to terminate employment is terminated pursuant on account of Good Reason, the Company corrects the deficiency giving rise to Section 4.2such notice, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to a subsequent resignation by the Executive will automatically convert to not constitute a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreementtermination for Good Reason (without a new event giving rise therefor).

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (bi) In the event that the Executive’s employment hereunder is (x) terminated pursuant to Section 4.2 by the Company without Cause Cause, other than due to Disability or by death or (y) the Executive resigns for Good Reason, the Executive shall be entitled to receive: (A) payment of the Accrued Amounts as soon as reasonably practicable, but no later than thirty (30) days, following the Termination Date; (B) payment of vested benefits, if any, in accordance with the applicable benefit plans and programs of the Company shall pay as in effect from time to Executive as severance twelve months of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount of time; and (C) subject to (x) the Executive’s previous yearsatisfaction of the Release Requirements and (y) the Executive’s bonus continued compliance with the Restrictive Covenants: (if any), such amount to be paid 1) continued payment of Base Salary at the annualized rate in one lump sum effect on the date Termination Date for a period of: (A) if the Release becomes effectiveTermination Date does not occur within the Change in Control Period, subject twelve (12) months following the Termination Date; or (B) if the Termination Date does occur within the Change in Control Period, twenty-four (24) months following the Termination Date, in either case payable in accordance with the Company’s usual and customary payroll practices; (2) payment of Annual Bonus at target, payable monthly over a period of (A) twelve (12) months following the Termination Date if the Termination Date does not occur within the Change in Control Period, or (B) twenty-four (24) months following the Termination Date if the Termination Date does occur within the Change in Control Period, in either case payable in accordance with the Company’s usual and customary payroll practices; and (3) reimbursement on a monthly basis for the COBRA premiums paid by the Executive each month (up to standard payroll deductions eighteen (18) months) to receive COBRA benefits for himself and withholdingshis immediate family, in accordance with applicable law (the “COBRA Amount”); provided, however, that if the Release Review Period begins in one tax year Executive becomes re-employed with another employer and ends in becomes eligible for medical insurance coverage under a later tax yearplan maintained by such employer, the payments under this Section 5.2(bExecutive shall be obligated to provide the Company with written notice of his new employment within five (5) will business days of obtaining such new employment and the reimbursement by the Company of the COBRA Amount shall cease and the Company shall have no further obligation in connection therewith. (ii) Payments to be made under Section 11(c)(i)(C) (the “Severance Payments”) shall be provided or shall commence on the 60th day after the Termination Date (the “Release Date”), provided that, as of the 50th day after the Termination Date, the Release Requirements are satisfied. If the Release Requirements are not satisfied as of the 50th day after the Termination Date (and the Release has been provided to the Executive as of the Termination Date), then the Executive shall not be entitled to any payments or benefits under the foregoing subsections and the Company and its Affiliates shall have no further obligations in connection therewith. If the Release Requirements are satisfied, then the portion of the Severance Payments which would otherwise have been paid during the period between the Termination Date and the Release Date shall instead be paid as soon as reasonably practicable following the date that the Release is effective that occurs in the later tax year Date. Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part For purposes of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) months. (c) In the event Executive’s employment is terminated pursuant to Section 4.2“Release Requirements” shall be satisfied if, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms as of the applicable stock plan date, the Executive has executed a general release of claims against the Company and option agreementits Affiliates in substantially the form attached hereto as Exhibit A and the revocation period required by applicable law has expired without the Executive’s revocation of such release.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of If the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated pursuant to Section 4.2 by the Company without Cause other than for Cause, or by the Executive for Good Reason, in either case prior to a Change of Control (as defined herein), (i) the Company shall pay to the Executive as severance twelve months of his annual compensation an amount equal to two times the Executive’s Base Salary as then in effecteffect plus two times the Executive’s Bonus paid for the Company’s last calendar year. This severance compensation shall be paid in 12 equal monthly installments following a qualifying event, together with an additional amount calculated the first payment payable on the first regular payroll date occurring in the calendar month following the date of the Executive's termination of employment, provided that the Company has received a release following termination of employment signed by dividing the Executive or his personal representative, substantially in the form attached hereto as Exhibit A, and that such release is no longer revocable on the first payment date; (ii) all outstanding unvested options to purchase shares of the Company's common stock held by 365 the Executive on the effective date of termination that would have vested in accordance with their terms prior to the first anniversary of the effective date of the termination of the Executive's employment shall vest immediately following the termination of the Executive's employment on such effective date and remain exercisable for a period of one year following such effective date (but in no event beyond the term of the option); I/24112015PKEA (iii) all outstanding unvested awards of restricted stock and all unvested restricted stock units held by the Executive on the effective date of termination that would have vested in accordance with their terms prior to the first anniversary of the effective date of the termination of the Executive's employment shall vest immediately following the termination of the Executive's employment on such effective date; and (iv) the Executive shall be entitled to receive, at the time when a payout with respect to any performance shares held by the Executive on the effective date of termination would otherwise have been made, a pro-rata portion (based on the number of days employed in during the year applicable performance period on which the Executive was employed) of termination and multiplying the number of such performance shares that number would have been earned by the amount Executive in accordance with the terms thereof (including the satisfaction of the Executive’s previous year’s bonus (performance conditions related thereto based on the Company's actual performance) if any), such amount to be paid in one lump sum the Executive had been employed on the date the Release becomes effective, subject required to standard payroll deductions and withholdings, provided, however, that if the Release Review Period begins in one tax year and ends in a later tax year, the payments under this Section 5.2(b) will be made following the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) monthsearn such shares. (c) In the event Executive’s employment is terminated pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreement.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that the Company terminates the Executive’s employment is terminated pursuant to Section 4.2 by the Company without Cause or by the Executive terminates his employment for Good Reason, the Company Executive shall pay thereupon be entitled to: (a) Continuation of the Base Salary, payable in bi-monthly installments or otherwise in accord with the Company’s policies and procedures, for the Applicable Period (the “Salary Continuation”) in addition to Executive as severance twelve months the payment of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number pro-rated portion of days employed in the Annual Bonus Employee would have earned during the year of termination and multiplying that number by the amount of the Executive’s previous year’s bonus (if any), such amount to be paid in one lump sum on the date the Release becomes effective, subject to standard payroll deductions and withholdings, this Agreement was terminated; provided, however, that if the Release Review Executive obtains replacement employment whether as an employee or as a consultant and compensation is earned or accrued within the Applicable Period begins in one tax year and ends in a later tax year(“Offsetting Compensation”), the payments under this Section 5.2(b) will Salary Continuation shall be made following reduced by the date amount of the Offsetting Compensation; provided, further, that the Release is effective that occurs in the later tax year . Additionally, if event the Executive timely elects and remains eligible terminates his employment for continued coverage under COBRA, the Company, as part Good Reason pursuant to Section 8.3(1)(b) of this Agreement, will pay that portion (i) the Applicable Period shall be deemed to be equal to 12 months following termination of Executive’s COBRA premiums it was paying employment and (ii) the Salary Continuation shall not be reduced by any Offsetting Compensation . (b) Reimbursement for reasonable expenses incurred, but not paid prior to such termination of employment, subject to the Separation Date for twelve (12) monthsreceipt of supporting information by the Company. (c) In Continued participation in the health and welfare benefit plans of the Company described in Section 7.1 for the Executive and his spouse and dependents, if any, during the Applicable Period; provided, however, that in the event Executive’s the Executive terminates his employment is terminated for Good Reason pursuant to Section 4.28.3(1)(b) of this Agreement, (i) the Applicable Period shall be deemed to be equal to 12 months following termination of employment and (ii) the Salary Continuation shall not for Causebe reduced by any Offsetting Compensation. The exercise and termination of the Executive’s stock options referred to in Section 6 and any other option grants awarded to the Executive pursuant to option agreements that are dated during the Term (and any extensions of the Term) shall be governed by the Plan and the Executive’s option agreements issued pursuant to the Plan. Notwithstanding anything in this Section 8.2 to the contrary, death or Disabilityin the event that the Executive is deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, no payment described in this Section 8.2 that is “deferred compensation” subject to Section 409A of the Code and the regulations and guidance issued thereunder (“Section 409A”) shall be made to the Executive prior to the date that is six (6) months after the date of the Executive’s “separation from service” (as defined in Section 409A) or, if earlier, the Executive’s date of death. In such event, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, payments subject to the terms of six (6) month delay will be paid in a single lump sum on the applicable stock plan and option agreementearliest permissible payment date.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive The Company may terminate the Executive’s Continuous Service at any of time without Cause by written notice to the benefits pursuant Executive, and the Executive may terminate his Continuous Service for Good Reason immediately upon written notice to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that the Executive’s employment Continuous Service is terminated pursuant to Section 4.2 by the Company without Cause (other than due to the Executive’s death or by Disability), or the Executive terminates his Continuous Service for Good Reason, the Company Executive shall pay to Executive as severance twelve months of his annual Base Salary then in effectbe entitled to: (i) the Accrued Obligations, together with an additional amount calculated by dividing by 365 payable on the number of days employed first regular payday following the Termination Date, or in the year case of termination and multiplying that number by the amount of the Executive’s previous year’s bonus (if any)any benefits payable under any employee benefit plans, such amount to be paid in one lump sum on the date on which they are payable under those plans; (ii) the Release becomes effectiveTermination Year Bonus, subject payable within 2-1/2 months after the last day of the applicable Bonus Period in which the Termination Date occurs; (iii) the Severance Amount, payable in equal installments consistent with the Company’s normal payroll schedule during the one (1) year period following the Termination Date (the “Severance Period”); (iv) full and immediate vesting of all outstanding Equity Awards held by the Executive on the Termination Date; provided, however, that with respect to standard payroll deductions and withholdingsthe vesting of any Equity Awards that is based upon satisfaction of any performance criteria, providedvesting shall be determined as if the target goals that relate to such criteria had been achieved; provided further, however, that if the Release Review Period begins vesting of any such award is conditioned upon satisfaction of performance criteria required in order for the award to be exempt from the deduction limitations set forth in Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and the Committee has indicated at the time the award is made that it intends that the award so qualify, then the vesting of that award shall continue to be subject to satisfaction of that performance criteria; and (v) continuation of the health benefits provided to Executive and his covered dependents under the Company health plans as in effect from time to time after the Termination Date at the same cost applicable to active employees until the earlier of: (A) the expiration of the one tax (1) year and ends in period following the Termination Date, or (B) the date the Executive is eligible for health insurance benefits under a later tax yearplan maintained by any employer with whom the Executive may be employed following the Termination Date; provided, however, that as a condition of continuation of such benefits, the payments under this Section 5.2(b) will be made following Company may require the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) months. (c) In the event Executive’s employment is terminated elect to continue his health insurance pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreementCOBRA.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of The Company may terminate the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment without Cause and the Executive may terminate his employment for Good Reason. If the Executive’s employment with the Company is terminated pursuant to Section 4.2 by the Company without Cause (excluding any termination due to the Executive’s death or Disability) or by the Executive for Good ReasonReason (other than within 24 months of the Change in Control Date, in which event Section 7(b)(v) shall apply), then the Company shall will pay the Executive: (A) all Accrued Compensation; (B) any deferred compensation; (C) a severance payment equal to Executive as severance twelve months two times the sum of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount of (x) the Executive’s previous year’s bonus highest Base Salary during the three-year period immediately preceding the Termination Date (or during the period the Executive was employed by the Company, if anyshorter than three years) and (y) the average of the annual bonuses awarded to the Executive pursuant to Section 3(b) above during the three-year period immediately preceding the Termination Date (or during the period the Executive was employed by the Company, if shorter than three years), such amount to . The severance pay provided for in this section shall be paid to the Executive in one lump sum twenty-four (24) equal monthly installments on the date first business day of each month following the Release becomes effective, subject to standard payroll deductions and withholdings, provided, however, Termination Date except that if the Release Review Period begins in one tax year and ends in a later tax year, first payment shall not be sooner than the payments under this Section 5.2(b) will be made eighth day following the date that on which the Release is effective that occurs Executive delivers to the Company the release referred to in Section 7(b)(ii)(F) below. (D) directly, or by reimbursing the later tax year . AdditionallyExecutive for, if Executive timely elects and remains eligible the monthly premium for continued continuation coverage under COBRAthe Company’s health and dental insurance plans, to the same extent that such insurance is provided to persons currently employed by the Company, provided that the Executive makes a timely election for such continuation coverage under the Consolidate Omnibus Budget Reconciliation Act of 1985 (“COBRA”). The “qualifying event” under COBRA shall be deemed to have occurred on the Termination Date. The Company’s obligation under this paragraph shall end 18 months after the Termination Date or at such earlier date as part the Executive becomes eligible for comparable coverage under another employer’s group coverage. The Executive agrees to notify the Company promptly and in writing of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior any new employment and to make full disclosure to the Separation Date for twelve (12) monthsCompany of the health and dental insurance coverage available to him through such new employment. (cE) In directly, or by reimbursing the event Executive’s employment is terminated Executive for, the monthly premium to continue the life insurance provided for in Section 6(b) for 18 months following the Termination Date. (F) The Company shall not be obligated to make the payments otherwise provided for in Sections 7(b)(ii)(B), (C), (D) and (E) unless the Executive provides to the Company, and does not revoke, a general release of claims in a form satisfactory to the Company. (G) The Company shall not be obligated to make the payments otherwise provided for in Sections 7(b)(ii)(B), (C), (D) and (E) upon a good faith finding by the Board of a material breach of the Confidentiality, Non-Competition/Non-Solicitation and Work Product Agreement incorporated by Section 8 and the Executive shall return all previous payments made to him pursuant to Sections 7(b)(ii)(B), (C), (D) and (E) after the date on which the Executive materially breached the Confidentiality, Non-Competition/Non-Solicitation and Work Product Agreement incorporated by Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreement8.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to The Board acting for the Company and substantially similar shall have the right, at any time in its sole discretion, to terminate the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. EmployeeExecutive’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations employment under this Agreement at any time for any reason other than Cause, or no reason at all (any such termination, a termination “Without Cause”), upon not less than thirty (30) days prior written notice to the Executive, and the Proprietary InformationExecutive may, Inventions by written notice to the Board, terminate his employment under this Agreement (and Nonhe hereby has such right) by reason of any act, decision or omission by the Company or the Board that: (i) materially diminishes the Executive’s Base Salary; (ii) materially diminishes the Executive’s authority, duties, or responsibilities (other than such changes that typically occur in connection with a company becoming a publicly-Competition Agreementtraded company); (iii) relocates the Executive without his consent from the Company’s offices located at 300 Xxxxxxxxx Xxxxx South, Building C, Suite 310, Englewood, Colorado to any other location in excess of fifty (50) miles beyond the geographic limits of Englewood, Colorado that increases the Executive’s one-way commute to work by at least 50 miles based on the Executive’s primary residence immediately prior to the time such relocation is announced; or (iv) constitutes a material breach of this Agreement (each a “Good Reason”). The Executive must give the Company written notice of the condition that gives rise to the Good Reason within ninety (90) days of the occurrence of the condition, in which event the Company shall have thirty (30) days to remedy the condition, and complying with after which the Release including without limitation any non-disparagement and confidentiality provisions contained thereinExecutive may resign for Good Reason within ninety (90) days after the Company fails to reasonably remedy the condition. (b) In the event that Executive’s employment is terminated the Company or the Executive shall exercise the termination right granted pursuant to Section 4.2 by the Company without Cause 6.2(a), then except as set forth below, neither party shall have any rights or by the Executive for Good Reasonobligations under Article 1, Article 2, Section 3.1, Section 3.2, or Article 4; provided, however, that the Company shall pay to the Executive as severance twelve (i) an amount equal to twenty four (24) months of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount of the Executive’s previous yearBase Salary (determined as the Executive’s last annual Base Salary during the Term prior to such termination) plus two times the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus (if anyduring the Term prior to such termination), such and (ii) any amount due and owing as of the Termination Date pursuant to Section 3.1, Section 3.2 (including a Bonus for the year in which the termination occurs prorated to the date of termination based on the Executive’s average bonus received for the immediately preceding three years) and Article 4. Such amounts shall be paid in one a single lump sum on the date the Release becomes effective, subject to standard payroll deductions and withholdings75 days after Executive terminates employment, provided, however, that if the Release Review Period begins payments pursuant to clause (i) above are contingent on the Executive having executed a release in one tax year favor of the Company within 60 days following Executive’s termination of employment and ends in a later tax yearnot thereafter revoking such release. In addition, the payments under this Section 5.2(bCompany shall provide the Executive (and his family members) will be made following with 12 months of paid COBRA coverage for any Company sponsored group health plan (excluding any flexible spending account) in which the date that Executive is enrolled at the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion time of Executive’s termination of employment (provided, however, that if doing so would result in adverse tax consequences (e.g., under Internal Revenue Code Section 105(h)), the Company shall instead pay executive an amount equal to one month of COBRA continuation premiums it was paying prior with respect to each such group health plan on the Separation Date for twelve (12) months. (c) In first day of each of the event first 12 months following Executive’s employment is terminated pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms termination of the applicable stock plan and option agreementemployment).

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of If the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated pursuant to Section 4.2 by the Company without Cause other than for Cause, or by the Executive for Good Reason, in either case prior to a Change of Control (as defined herein), (i) the Company shall pay to the Executive as severance twelve months of his annual compensation an amount equal to two times the Executive’s Base Salary as then in effecteffect plus two times the Executive’s Bonus paid for the Company’s last calendar year. This severance compensation shall be paid in 12 equal monthly installments following a qualifying event, together with an additional amount calculated the first payment payable on the first regular payroll date occurring in the calendar month following the date of the Executive's termination of employment, provided that the Company has received a release following termination of employment signed by dividing the Executive or his personal representative, substantially in the form attached hereto as Exhibit A, and that such release is no longer revocable on the first payment date; (ii) all outstanding unvested options to purchase shares of the Company's common stock held by 365 the Executive on the effective date of termination that would have vested in accordance with their terms prior to the first anniversary of the effective date of the termination of the Executive's employment shall vest immediately following the termination of the Executive's employment on such effective date and remain exercisable for a period of one year following such effective date (but in no event beyond the term of the option); (iii) all outstanding unvested awards of restricted stock and all unvested restricted stock units held by the Executive on the effective date of termination that would have vested in accordance with their terms prior to the first anniversary of the effective date of the termination of the Executive's employment shall vest I/24112015EBEA immediately following the termination of the Executive's employment on such effective date; and (iv) the Executive shall be entitled to receive, at the time when a payout with respect to any performance shares held by the Executive on the effective date of termination would otherwise have been made, a pro-rata portion (based on the number of days employed in during the year applicable performance period on which the Executive was employed) of termination and multiplying the number of such performance shares that number would have been earned by the amount Executive in accordance with the terms thereof (including the satisfaction of the Executive’s previous year’s bonus (performance conditions related thereto based on the Company's actual performance) if any), such amount to be paid in one lump sum the Executive had been employed on the date the Release becomes effective, subject required to standard payroll deductions and withholdings, provided, however, that if the Release Review Period begins in one tax year and ends in a later tax year, the payments under this Section 5.2(b) will be made following the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) monthsearn such shares. (c) In the event Executive’s employment is terminated pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreement.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of During the benefits pursuant to this Section 5.2 unless he executes a general release in favor of Term, if the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated pursuant to Section 4.2 by the Company without Cause as provided in Section 3(d), or by the Executive terminates [his]/[her] employment for Good ReasonReason as provided in Section 3(e), then the Company shall pay the Executive [his]/[her] Accrued Benefit. In addition, subject to the Executive signing, not revoking and complying with a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form and manner reasonably satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as severance twelve months of his annual set forth in the Separation Agreement and Release): (i) the Company shall pay the Executive an amount equal to one times the Executive’s Base Salary then (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in effect, together with an additional amount calculated by dividing by 365 the number Section 7 of days employed this Agreement or in the year Restrictive Covenant Agreement, all payments of termination and multiplying that number the Severance Amount may be terminated by the amount Company without affecting the other provisions of the Separation Agreement and Release. In addition, the Company may in its sole discretion, and subject to receipt of the recommendation of the Compensation Committee and approval by the Board, pay the Executive a pro rata portion of the Executive’s previous yearincentive compensation at such time as the Company determines but in any event no later than March 15 of the year following the year in which the Executive’s bonus employment ends; and (ii) if any)the Executive was participating in the Company’s group health, such amount dental and/or vision plans immediately prior to be paid the Date of Termination and elects COBRA health continuation, then the Company shall pay the monthly employer COBRA premium for the same level of group health coverage as in one lump sum effect for the Executive on the date Date of Termination until the Release becomes effectiveearliest of the following: (i) the twelve-month anniversary of the Date of Termination; (ii) the Executive’s eligibility for group health coverage through other employment; or (iii) the end of the Executive’s eligibility under COBRA for continuation coverage for health care. Notwithstanding the foregoing, if the Company determines at any time that its payments pursuant to this paragraph may be taxable income to the Executive, it may convert such payments to payroll payments directly to the Executive on the Company’s regular payroll dates, which shall be subject to standard payroll tax-related deductions and withholdings, . The amounts payable under this Section 4(b) shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over twelve months commencing within 60 days after the Date of Termination; provided, however, that if the Release Review Period 60-day period begins in one tax calendar year and ends in a later tax second calendar year, the payments under this Section 5.2(b) will Severance Amount shall begin to be made paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the date that Date of Termination. The Company shall pay the Release is effective that occurs in amounts contemplated by Section 4(b)(ii) each month at the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, time the Company normally pays the insurer of the Company, as part ’s group health insurer on behalf of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) months. (c) In the event Executive’s employment is terminated its remaining employees. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreement1.409A-2(b)(2).

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this This Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s 's employment is hereunder may be terminated pursuant to Section 4.2 by the Company without Cause or by the Executive for Good ReasonReason in accordance with the provisions set forth herein. In the event of such termination, the Executive shall be entitled to receive the Accrued Amounts and, subject to the Executive's compliance with Sections 6 through 9 of this Agreement and his execution of a general release of claims in favor of the Company and all of its related entities and individuals (the "Release"), which shall include a re-affirmation of Executive’s non-disparagement obligation and his obligation to comply with Sections 6 through 9 of this Agreement and such Release becoming effective within the number of days permitted under applicable law following the Termination Date (the “Release Effective Date”), the Executive shall be entitled to receive the following: (i) continued Base Salary for six (6) months following the Termination Date payable in equal installments in accordance with the Company's normal payroll practices, but no less frequently than monthly, which shall commence on the Company’s regular pay day for the pay period immediately following the pay period that includes the Release Effective Date; (ii) any unpaid Annual Bonus with respect to any completed fiscal year immediately preceding the Termination Date if the Executive was still employed by the Company on the last day of the preceding fiscal year; (iii) a pro-rated payment equal to the Executive’s target bonus for the year in which the Termination occurs as defined in section 4.2(a) hereof multiplied by the percentage of days the Executive was employed by the Company in the year of termination, and payable as and when such bonuses are normally paid for other executives of the Company; and (iv) if the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") or comparable State continuation law, the Company shall pay to reimburse the Executive as severance twelve months of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 for the number of days employed in difference between the year of termination and multiplying that number monthly COBRA or comparable State continuation law premium paid by the Executive for himself and his dependents and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall be paid to the Executive on the fifteenth of the Executive’s previous year’s bonus month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (if any), such amount to be paid in one lump sum on i) the six (6) month anniversary of the Termination Date; (ii) the date the Release becomes effective, subject Executive (in the case of his) or any of his dependents (in the case of 5 such dependent) is no longer eligible to standard payroll deductions receive COBRA or comparable State law continuation coverage; and withholdings, provided, however, that if the Release Review Period begins in one tax year and ends in a later tax year, the payments under this Section 5.2(b(iii) will be made following the date that on which the Release is effective that occurs Executive (in the later tax year . Additionally, if Executive timely elects and remains case of his) or any of his dependents (in the case of such dependent) becomes eligible for continued to receive substantially similar coverage under COBRA, the Company, as part from another employer or other source. (b) For purposes of this Agreement, will pay that portion "Good Reason" shall mean the occurrence of Executive’s COBRA premiums it was paying prior to any of the Separation Date for twelve (12) months. (c) In following, in each case during the event Executive’s employment is terminated pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on under this Agreement without the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreement.Executive's written consent:

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (bi) In the event that the Executive’s employment hereunder is (x) terminated pursuant to Section 4.2 by the Company without Cause Cause, other than due to Disability or by death or (y) the Executive resigns for Good Reason, the Company Executive shall pay be entitled to receive: (A) payment of the Accrued Amounts as soon as reasonably practicable, but no later than thirty (30) days, following the Termination Date; (B) any amounts or benefits to which the Executive as severance twelve months is then entitled under the terms of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number benefit plans then-sponsored by the amount Company in accordance with their terms (and not accelerated to the extent acceleration does not satisfy Section 409A of the Code); and (C) subject to (x) the Executive’s previous yearsatisfaction of the Release Requirements and (y) the Executive’s bonus continued compliance with the Restrictive Covenants: (if any), such amount to be paid 1) continued payment of Base Salary at the annualized rate in one lump sum effect on the date Termination Date for a period of: (A) if the Release becomes effectiveTermination Date does not occur within the Change in Control Period, subject twelve (12) months following the Termination Date; or (B) if the Termination Date does occur within the Change in Control Period, eighteen (18) months following the Termination Date, in either case payable in accordance with the Company’s usual and customary payroll practices; (2) payment of the Target Annual Bonus Opportunity in effect on the Termination Date, payable in equal monthly installments over a period of: (A) twelve (12) months following the Termination Date if the Termination Date does not occur within the Change in Control Period; or (B) eighteen (18) months following the Termination Date if the Termination Date does occur within the Change in Control Period, in either case payable in accordance with the Company’s usual and customary payroll practices; and (3) provided the Executive is eligible for and timely elects to standard payroll deductions and withholdingscontinue receiving group medical insurance under COBRA, pay (but in no event for longer than eighteen (18) months following the Executive’s Termination Date) for such COBRA coverage (the “COBRA Amount”); provided, however, that if the Release Review Period begins in one tax year Executive becomes re-employed with another employer and ends in becomes eligible for medical insurance coverage under a later tax yearplan maintained by such employer, the payments under Executive shall be obligated to provide the Company with written notice of her new employment within five (5) business days of obtaining such new employment and the reimbursement by the Company of the COBRA Amount shall cease and the Company shall have no further obligation in connection therewith; and provided, further, that if the Company’s provision of the COBRA Amount will violate the nondiscrimination requirements of applicable law, this Section 5.2(bbenefit will not apply. (ii) will Payments to be made under Section 10(c)(i)(C) (the “Severance Payments”) shall be provided or shall commence on the 60th day after the Termination Date (the “Release Date”), provided that, as of the 52nd day after the Termination Date, the Release Requirements are satisfied. If the Release Requirements are not satisfied as of the 52nd day after the Termination Date (and the Release has been provided to the Executive as of the Termination Date), then the Executive shall not be entitled to any payments or benefits under the foregoing subsections and the Company and its Affiliates shall have no further obligations in connection therewith. If the Release Requirements are satisfied, then the portion of the Severance Payments which would otherwise have been paid during the period between the Termination Date and the Release Date shall instead be paid as soon as reasonably practicable following the date that the Release is effective that occurs in the later tax year Date. Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part For purposes of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) months. (c) In the event Executive’s employment is terminated pursuant to Section 4.2“Release Requirements” shall be satisfied if, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms as of the applicable stock plan date, the Executive has executed a general release of claims against the Company and option agreementits Affiliates in substantially the form attached hereto as Exhibit A and the revocation period required by applicable law has expired without the Executive’s revocation of such release.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of If the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated (A) by the Company without Cause or (B) by the Executive for Good Reason (in either case, other than a termination due to the Executive’s death or Disability), in addition to the Accrued Amounts, the Executive shall be entitled to receive as severance (subject to Section 7(d)) the amounts set forth in this Section 7(b), provided the Executive executes and does not revoke the Release as required by Section 7(d). (i) The Executive shall be entitled to an amount equal to the Executive’s annual base salary (as described in Section 5(a)), for a period equal to twelve (12) months (the “Severance Period”), payable starting on the sixtieth (60th) day following the date of such termination (but with the first payment being a lump sum payment covering all payment periods from the date of termination through the date of such first payment), in substantially equal installments in accordance with the Company’s payroll practices during the Severance Period following the date of such termination, subject to reduction pursuant to Section 4.2 6(h); (ii) To the extent performance objectives applicable to the Executive’s annual bonus in the year of termination (including any objectives applicable to the Company’s targeted budget) are earned as of the end of the relevant bonus period, the Executive shall be entitled to the annual bonus earned for the calendar year of such termination pursuant to Section 5(b) of this Agreement, pro-rated based on the number of days the Executive was actively employed by the Company during such bonus period, payable at the time such annual bonus would otherwise be paid in accordance with Section 5(b) of this Agreement; (iii) Continued full participation in the Company’s health and welfare benefit programs (including full reimbursement for all health, dental and vision expenses, but excluding participation in the Company’s short, long-term disability plans) for a period of twelve (12) months following the Executive’s termination date (for the avoidance of doubt, this continuation period shall run concurrently with any required continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”); provided that the Company’s obligation to make any payment pursuant to this provision shall cease upon the date the Executive became eligible for coverage under the health plan of a future employer (regardless of whether the Executive elects such coverage) and the Executive shall promptly notify the Company of his eligibility for any such coverage; (iv) Subject to Section 7(b)(v), if any Restricted Stock Units referenced in Section 5(c)(ii) remain unvested at the time of such termination, the next installment of the Restricted Stock Units that would have vested on the next scheduled vesting date shall vest as of the date of termination and the balance of any unvested Restricted Stock Units shall be forfeited. Also, if any awards issued to the Executive under the Stock Plan as to which vesting depends upon the satisfaction of one or more performance conditions remain unvested at the time of such termination, a prorated portion of the performance-vesting awards shall remain outstanding and eligible to vest based on actual performance through the last day of the applicable performance period, based on the number of days during the applicable performance period that the Executive was employed. Any performance-vesting awards that are earned based on actual performance will vest and settle as provided in the applicable award agreement. (v) If such termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason, Reason occurs within the Company shall pay to Executive as severance twelve months of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount of the Executive’s previous year’s bonus (if any), such amount to be paid in one lump sum on the date the Release becomes effective, subject to standard payroll deductions and withholdings, provided, however, that if the Release Review Period begins in one tax year and ends in a later tax year, the payments under this Section 5.2(b) will be made following the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) months. month period following a Change in Control (cas such term is defined in the Stock Plan), (A) In any Restricted Stock Units referenced in Section 5(c)(ii) which are not vested at the event Executive’s employment is terminated time of such termination shall immediately become vested and (B) any other awards granted to the Executive pursuant to Section 4.2, the Stock Plan as to which vesting depends upon the satisfaction of one or more performance conditions and which are not for Cause, death or Disability, all unvested equity awards vested at the time of termination shall immediately become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options based on actual performance through the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreementtermination date.

Termination by the Company Without Cause or by the Executive for Good Reason. (ai) Employee shall not receive any of If the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated pursuant to Section 4.2 by the Company without Cause pursuant to subsection 5(e) hereof (Without Cause) or if the Executive terminates his employment pursuant to subsection 5(d) hereof (for Good Reason), then the Executive shall be entitled to receive: (A) any accrued but unpaid Base Salary through the date of termination; (B) the Pro-Rata Bonus; (C) any Earned but Unpaid Bonus; (D) any Severance Excess Bonus; (E) reimbursement of any unreimbursed business expenses properly incurred by the Executive for Good Reason, in accordance with Company policy prior to the Company shall pay to Executive as severance twelve months of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount date of the Executive’s previous yeartermination; and (F) subject to the Executive’s bonus continued compliance with Sections 11 and 12 of this Agreement, (if any1) the “Salary Severance Benefit” and the “Bonus Severance Benefit” (as each term is defined in subsection 6(b)(ii)) and (2) continued medical and dental coverage (which coverage shall be provided by the Company paying the applicable premiums under COBRA) through the earlier of (I) the end of the Severance Term (as such term is defined in subsection 6(b)(ii)(1)) and (II) the Executive’s becoming eligible to receive comparable benefits from any other source, of which the Executive is required to promptly notify the Company. The Salary Severance Benefit and the Bonus Severance Benefit shall be paid over the Severance Term in accordance with the Company’s usual payroll practices and shall be subject to the Executive’s continued compliance with Sections 11 and 12 of this Agreement. The Executive shall have no further rights to any compensation or other benefits under this Agreement, and any other benefits (including rights to stock, stock options, retirement income and insurance), such amount due the Executive following termination pursuant to subsection 5(e) or 5(d) hereo f shall be paid determined in one lump sum on accordance with the date plans, policies and practices of the Release becomes effective, subject to standard payroll deductions and withholdings, Company; provided, however, that if the Release Review Period begins in one tax year and ends in a later tax yearExecutive shall not be entitled to payments or benefits under any separately stated severance plan, the payments under this Section 5.2(b) will be made following the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, policy or program of the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) months. (cii) In For purposes of this Section 6, the event Executive’s employment is terminated pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards following terms shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on have the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreementmeaning set forth in this subsection 6(b)(ii).

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of During the benefits pursuant to this Section 5.2 unless he executes a general release in favor of Term, if the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated pursuant to Section 4.2 by the Company without Cause as provided in Section 3(d), or by the Executive terminates his employment for Good ReasonReason as provided in Section 3(e), then the Company shall pay the Executive his Accrued Benefit. In addition, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination: (i) the Company shall pay the Executive a lump sum in cash in an amount equal to twelve (12) months’ Base Salary (the “Severance Amount”); and (ii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive as severance a monthly cash payment for twelve (12) months of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount of or the Executive’s previous year’s bonus COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; and (iii) upon the Date of Termination, all stock options and other stock-based awards held by the Executive in which the Executive would have vested if any), such amount he had remained employed for an additional twelve (12) months following the Date of Termination shall vest and become exercisable or nonforfeitable as of the Date of Termination; and (iv) The amounts payable under this Section 4(b) shall be paid or commence to be paid in one lump sum on within 60 days after the date the Release becomes effective, subject to standard payroll deductions and withholdings, Date of Termination; provided, however, that if the Release Review Period 60-day period begins in one tax calendar year and ends in a later tax second calendar year, the payments under this Section 5.2(b) will such payment shall be made following the date that the Release is effective that occurs paid or commence to be paid in the later tax second calendar year by the last day of such 60-day period. Additionally, if Executive timely elects Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). 2. Each use of the phrase “twelve months” in the first paragraph of Section 5 of the Employment Agreement is deleted and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve replaced with “fifteen (1215) months.” (c3. Section 5(a) In the event Executive’s employment is terminated pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan Employment Agreement is deleted in its entirety and option agreement.replaced with the following:

Termination by the Company Without Cause or by the Executive for Good Reason. (ai) Employee shall not receive any If the employment of the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment Executive is terminated pursuant to Section 4.2 by the Company without Cause or by the Executive for Good Reason, the Company shall will pay the Executive one times the sum of (A) his base salary pursuant to Section 2(a) hereof, plus (B) an amount equal to the average annual Bonus paid to the Executive as severance twelve months for the three most recently completed calendar years prior to termination of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount of the Executive’s previous year’s bonus (if any), such amount to be paid in one lump sum on the date the Release becomes effective, subject to standard payroll deductions and withholdings, employment; provided, however, that if the Release Review Period begins in one tax Executive’s termination of employment occurs before the Bonus, if any, for the most recently completed calendar year and ends in a later tax yearis payable, then the payments under this Section 5.2(b) averaging will be made following the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior determined by reference to the Separation Date for three most recently completed calendar years before that calendar year. Such amount shall be paid in substantially equal annual installments not less frequently than twice per month over the twelve (12) monthsmonth period commencing as of the date of termination of employment, provided that the first payment shall be made sixty (60) days following termination of employment and shall include all payments accrued from the date of termination of employment to the date of the first payment; provided, however, if the Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended (the “Code”), at the date of his termination of employment then, to the extent required to avoid a tax under Code Section 409A, payments which would otherwise have been made during the first six (6) months after termination of employment shall be withheld and paid to the Executive during the seventh month following the date of his termination of employment. Notwithstanding the foregoing, if the total payments to be paid to the Executive hereunder, along with any other payments to the Executive, would result in the Executive being subject to the excise tax imposed by Code Section 4999, the Company shall reduce the aggregate payments to the largest amount which can be paid to the Executive without triggering the excise tax, but only if and to the extent that such reduction would result in the Executive retaining larger aggregate after-tax payments. The determination of the excise tax and the aggregate after-tax payments to be received by the Executive will be made by the Company after consultation with its advisors and in material compliance with applicable law. If payments are to be reduced, the payments made latest in time will be reduced first and if any payments are to be made at the same time, non-cash payments will be reduced before cash payments. (cii) In If the event Term is not extended or the Term is not extended and the Company or the Executive terminates the Executive’s employment upon or following expiration of the Term, such termination shall not be deemed to be a termination of the Executive’s employment by the Company without Cause or a resignation by Executive for Good Reason. (iii) Notwithstanding any other provision hereof, as a condition to the payment of the amounts in this Section, the Executive shall be required to execute and not revoke within the revocation period provided therein, the Release. The Company shall provide the Release for the Executive’s execution in sufficient time so that if the Executive timely executes and returns the Release, the revocation period will expire before the date the Executive is terminated required to begin to receive payment pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreement3(c)(i).

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of If the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated pursuant to Section 4.2 by the Company without Cause other than for Cause, or by the Executive for Good Reason, in either case prior to a Change of Control (as defined herein), (i) the Company shall pay to the Executive as severance twelve months of his annual compensation an amount equal to two times the Executive’s Base Salary as then in effecteffect plus two times the Executive’s Bonus paid for the Company’s last calendar year. This severance compensation shall be paid in 12 equal monthly installments following a qualifying event, together with an additional amount calculated the first I/3516069.4 payment payable on the first regular payroll date occurring in the calendar month following the date of the Executive's termination of employment, provided that the Company has received a release following termination of employment signed by dividing the Executive or his personal representative, substantially in the form attached hereto as Exhibit A, and that such release is no longer revocable on the first payment date; (ii) all outstanding unvested options to purchase shares of the Company's common stock held by 365 the Executive on the effective date of termination that would have vested in accordance with their terms prior to the first anniversary of the effective date of the termination of the Executive's employment shall vest immediately following the termination of the Executive's employment on such effective date and remain exercisable for a period of 30 days following such effective date; (iii) all outstanding unvested awards of restricted stock and all unvested restricted stock units held by the Executive on the effective date of termination that would have vested in accordance with their terms prior to the first anniversary of the effective date of the termination of the Executive's employment shall vest immediately following the termination of the Executive's employment on such effective date; and (iv) the Executive shall be entitled to receive, at the time when a payout with respect to any performance shares held by the Executive on the effective date of termination would otherwise have been made, a pro-rata portion (based on the number of days employed in during the year applicable performance period on which the Executive was employed) of termination and multiplying the number of such performance shares that number would have been earned by the amount Executive in accordance with the terms thereof (including the satisfaction of the Executive’s previous year’s bonus (performance conditions related thereto based on the Company's actual performance) if any), such amount to be paid in one lump sum the Executive had been employed on the date the Release becomes effective, subject required to standard payroll deductions and withholdings, provided, however, that if the Release Review Period begins in one tax year and ends in a later tax year, the payments under this Section 5.2(b) will be made following the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) monthsearn such shares. (c) In the event Executive’s employment is terminated pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreement.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of During the benefits pursuant to this Section 5.2 unless he executes a general release in favor of Term, if the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated pursuant to Section 4.2 by the Company without Cause as provided in Section 3(d), or the Executive terminates his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive his Accrued Benefit. In addition, subject to (i) the Executive signing a separation agreement and release in a form and manner satisfactory to the Company, which shall include, without limitation, a general release of claims against the Company and all related persons and entities, a reaffirmation of all of the Executive’s Continuing Obligations, and, in the Company’s sole discretion, a one-year post-employment noncompetition agreement, and shall provide that if the Executive breaches any of the Continuing Obligations, all payments by the Company to the Executive pursuant to this Section 4(b) shall immediately cease (the “Separation Agreement and Release”), and (ii) the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement and Release), which shall include a seven (7) business day revocation period: (i) the Company shall pay the Executive a lump sum in cash in an amount equal to nine (9) months of the Executive’s current Base Salary (the “Severance Amount”); provided in the event the Executive is entitled to any payments pursuant to the Restrictive Covenants Agreement, the Severance Amount received in any calendar year will be reduced by the amount the Executive is paid in the same such calendar year pursuant to the Restrictive Covenants Agreement (the “Restrictive Covenants Agreement Setoff”); and (ii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all time-based stock options and other stock-based awards subject to time-based vesting held by the Executive (including performance grants with a time-based vesting component but only if the applicable performance metric(s) have been achieved prior the Date of Termination) and which would have vested if he had remained employed for Good Reasonan additional nine (9) following the Date of Termination (the “Time-Based Equity Awards”) shall immediately accelerate and become fully exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the Effective Date of the Separation Agreement and Release (the “Accelerated Vesting Date”); provided that any termination or forfeiture of any shares that may accelerate pursuant this subsection will be delayed until the Effective Date of the ACTIVE/99594636.1 5 Separation Agreement and Release and will only occur if the vesting pursuant to this subsection does not occur due to the absence of the Separation Agreement and Release becoming fully effective within the time period set forth therein. Notwithstanding the foregoing, no additional vesting of the Time-Based Equity Awards shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date; and (iii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive as severance twelve months of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount of a monthly cash payment for nine (9) or the Executive’s previous year’s bonus COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; and (if any), such amount iv) The amounts payable under this Section 4(b) shall be paid or commence to be paid in one lump sum on within 60 days after the date the Release becomes effective, subject to standard payroll deductions and withholdings, Date of Termination; provided, however, that if the Release Review Period 60-day period begins in one tax calendar year and ends in a later tax second calendar year, such payments shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Section 7 of this Agreement, all payments under this Section 5.2(b4(b) will be made following the date that the Release is effective that occurs in the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, as part of this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) monthsshall immediately cease. (c) In the event Executive’s employment is terminated pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreement.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of The Company may terminate the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the CompanyExecutive’s employment without Cause, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with Executive may terminate his employment for Good Reason. If the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated pursuant to Section 4.2 by the Company without Cause (excluding any termination due to the Executive’s death or Disability) or by the Executive for Good Reason in accordance with the Good Reason Process, then the Company shall pay the Executive the following: (A) all Accrued Compensation; (B) a severance payment in the amount of $500,000 (“Severance”) plus (x) if the Executive was employed by the Company for the entire calendar year immediately prior to the calendar year of the event giving rise to the Notice of Termination pursuant to which the Executive’s employment is being terminated, then an amount equal to the Executive’s annual bonus for such prior calendar year (if any) multiplied by a fraction, the numerator of which is the number of days elapsed in the calendar year up to and including the Termination Date and the denominator of which is 365, or (y) if the Executive was not employed by the Company for the entire calendar year immediately prior to the calendar year of the event giving rise to the Notice of Termination pursuant to which the Executive’s employment is being terminated, then an amount equal to the Executive’s Target Bonus as in effect immediately prior to the event giving rise to the Notice of Termination pursuant to which the Executive’s employment is being terminated multiplied by a fraction, the numerator of which is the number of days elapsed in the calendar year up to and including the Termination Date and the denominator of which is 365 (the “Accrued Bonus”); provided however, that in the event such termination by the Company without Cause, or by the Executive for Good Reason, the Company shall pay to Executive as severance twelve occurs within 12 months of his annual Base Salary after a Change in Control, then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount of the Executive’s previous year’s bonus (if any), such amount to Severance shall be $1,000,000. Such Severance and Accrued Bonus shall be paid to the Executive in one a lump sum on the date the Release becomes effectivesum, subject to standard payroll deductions less all required or authorized tax and other withholdings, provided, however, that if the Release Review Period begins in one tax year and ends in a later tax year, the payments under this Section 5.2(bwithin thirty (30) will be made following the date that the Release is effective that occurs in days of the later tax year . Additionallyof the Termination Date or the Company’s receipt of the general release provided in Section 7(b)(ii)(D) below; and (C) directly, if or by reimbursing the Executive timely elects and remains eligible for continued the monthly premium for continuation coverage under COBRAthe Company’s health and dental insurance plans, but only for the dollar amount portion of such premium equal to the portion being paid by the Company as of immediately prior to the Termination Date, and only to the same extent that such insurance is provided to persons currently employed by the Company, as part and provided that the Executive makes a timely election for such continuation coverage under the Consolidate Omnibus Budget Reconciliation Act of 1985 (“COBRA”). The “qualifying event” under COBRA shall be deemed to have occurred on the Termination Date. The Company’s obligation under this Agreement, will pay that portion of Executive’s COBRA premiums it was paying prior to paragraph shall end 12 months after the Separation Date for twelve (12) monthsTermination Date. (cD) In The Company shall not be obligated to make the event Executive’s employment is terminated payments otherwise provided for in Sections 7(b)(ii)(B) and (C) unless the Executive provides to the Company within 45 day of such termination, and does not revoke, a general release of claims in a form satisfactory to the Company. (E) The Company shall not be obligated to make the payments otherwise provided for in Sections 7(b)(ii)(B) and (C) upon a good faith finding by the Board of a material breach by the Executive of the Confidentiality, Non-Competition or Non-Solicitation provisions of Section 8 of this Agreement or the provisions of any other agreement regarding assignment of intellectual property between the Executive and the Company and, in such event, the Executive shall return all previous payments made to him pursuant to Section 4.2, Sections 7(b)(ii)(B) and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreement(C).

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any of If the benefits pursuant to this Section 5.2 unless he executes a general release in favor of the Company, in a form acceptable to the Company and substantially similar to the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated pursuant to Section 4.2 by the Company without Cause Cause, as provided in Section 3(d), or by the Executive for Good Reason, as provided in Section 3(e), then the Company shall pay the Executive the Accrued Benefit pursuant to Section 4(a). In addition, subject to Sections 6 and 7(a) and to the Executive delivering to the Company a general release of claims in favor of the Company and related persons and entities in substantially the form attached hereto as severance Exhibit A (the “Release”) that becomes effective and irrevocable within sixty (60) days after the Date of Termination, then: (i) the Company shall pay the Executive an amount equal to twelve (12) months of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number of days employed in the year of termination and multiplying that number by the amount of the Executive’s previous yearBase Salary (less any amounts paid pursuant to Section 3(g)(B)) at the rate in effect immediately prior to the Date of Termination; (ii) if the Executive (and his spouse and dependents, if applicable) was participating in the Company’s bonus group health plan immediately prior to the Date of Termination and the Executive (if anyand any other qualified beneficiaries) elect(s) to receive continued healthcare coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA’’), such amount then the Company shall pay, or reimburse the Executive for, that portion of the COBRA premiums that the Company would have paid to provide health insurance to the Executive (and his spouse and dependents, as applicable) during the period commencing on the Date of Termination and ending on the twelve (12)-month anniversary thereof (or the date on which the Executive becomes eligible to receive healthcare coverage from a subsequent employer, it earlier); (iii) the amounts payable under this Section 4(b) shall be paid to the Executive in one lump sum substantially equal installments in accordance with the Company’s regular payroll practices over twelve (12) months commencing on the date sixtieth (60th) day after the Release becomes effective, subject to standard payroll deductions and withholdings, Date of Termination; provided, however, that if the Release Review Period begins in one tax year and ends in initial payment shall include a later tax year, catch-up payment to cover amounts retroactive to the payments under this Section 5.2(b) will be made day immediately following the date that Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2); and (iv) notwithstanding anything to the Release is effective that occurs contrary in any applicable option agreement or other agreement between the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, the Company, (A) all vested Pre-Closing Options held by the Executive as part of this Agreementthe Date of Termination, to the extent applicable, shall continue to be fully exercisable by the Executive following the Date of Termination until the earlier of (A) the one (1)-year anniversary of the Closing or (ii) the seven (7)-month anniversary of the date on which a registered initial public offering of the Company’s securities is consummated under the Securities Act of 1933, as amended from time to time, or any replacement statute therefor (the “Exercise Period”), provided, that the Exercise Period shall be no less than three (3) months following the Date of Termination, and provided further, that in no event will the Executive be entitled to exercise any such Pre-Closing Options following the expiration of the original term applicable to such Pre-Closing Options, and (B) the Executive will be entitled to pay the exercise price of any vested Pre-Closing Options pursuant to a net exercise and to satisfy any related tax withholding obligations by requesting that portion the Company withhold a number of shares otherwise issuable upon the exercise of such vested Pre-Closing Option with a fair market value equal to the applicable minimum statutory withholding rates, and the Company agrees to effect such net exercise transaction as soon as practicable upon receipt of Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) monthsrequest. (c) In the event Executive’s employment is terminated pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreement.

Termination by the Company Without Cause or by the Executive for Good Reason. (a) Employee shall not receive any In the event of termination of the benefits Executive’s employment with the Company pursuant to this Section 5.2 unless he executes a general release in favor 6(b) or 6(e) above prior to the expiration of the CompanyTerm (and if applicable, Extended Term), and subject to the Executive’s execution and delivery of a release of any and all legal claims in a form acceptable satisfactory to the Company and substantially similar to within forty-five (45) days of the form attached hereto as Schedule B (the “Release”) within the consideration period specified therein Termination Date (the “Release Review Period”) and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to this Section 5.2 is further conditioned upon his: returning all Company property; complying with his post termination obligations under this Agreement and the Proprietary Information, Inventions and Non-Competition Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (b) In the event that Executive’s employment is terminated pursuant to Section 4.2 by the Company without Cause or by the Executive for Good Reason), the Company shall pay provide to Executive the Executive, in addition to the Accrued Compensation, the following termination benefits (“Termination Benefits”) effective as severance twelve months of his annual Base Salary then in effect, together with an additional amount calculated by dividing by 365 the number final day of days employed in the year of termination and multiplying that number by the amount Release Period: (i) continuation of the Executive’s previous yearSalary at the rate and in accordance with the Company’s bonus payroll practices then in effect pursuant to Section 4(a); and (if anyii) 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”), such amount to be paid in one lump sum on the date the Release becomes effective, subject to standard payroll deductions payment of premiums by the 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 Schedule B and withholdingspaid at the same time as the bonus would otherwise be payable under Section 4(b); 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, advanced to the next month. The Termination Benefits set forth in subsections 7(b)(i) and (ii) and above shall continue effective for the remainder of the original Term (and if applicable, Extended Term) as in effect prior to the termination (the “Termination Benefits Period”); provided, however, that if in the Release Review Period begins in one tax year and ends in a later tax yearevent that the Executive commences any employment during the Termination Benefits Period, the payments 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 5.2(b7(b) will shall be made following 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 obligated to give prompt notice of the date of commencement of any employment during the Termination Benefits Period and shall respond promptly to any reasonable inquiries concerning any employment in which the Executive engages during the Termination Benefits Period. The Company acknowledges and agrees that under certain circumstances involving the Release is effective that occurs in termination of the later tax year . Additionally, if Executive timely elects and remains eligible for continued coverage under COBRA, Executive’s employment and/or a Change of Control transaction involving the Company, the Executive shall be entitled to accelerated vesting on his options to purchase shares of capital stock of the Company, all to the extent provided in that certain Stock Option Agreement referred to in Section 4(e) 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 calendar year in which the payment event (such as part termination of employment) occurs shall commence payment only in the calendar year in which the Release Period ends as necessary to comply with Section 409A. The Company shall provide the release required by this Agreement, will pay that portion of Section prior to or upon the Executive’s COBRA premiums it was paying prior to the Separation Date for twelve (12) monthstermination of employment. (c) In the event Executive’s employment is terminated pursuant to Section 4.2, and not for Cause, death or Disability, all unvested equity awards shall become fully vested, all unvested stock options shall become fully vested and exercisable and any ISO’s issued to Executive will automatically convert to a non-qualified options on the 91st day following termination, provided it has not been exercised, subject to the terms of the applicable stock plan and option agreement.