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. If Executive’s employment and this Employment Agreement are terminated by the Company without Cause or 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 shall be entitled to receive the following: (i) an amount equal to the sum of two year’s Base Salary 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 the case of unvested restricted stock or unvested restricted stock units subject to “cliff” vesting, the number of 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 the performance period to the Termination Date, as a percentage of the total performance period); and (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 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 timely execution and non-revocation of the Release (as defined in Section 7.0) and Executive’s continued compliance with Section 11.0 (Return of Property), 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 made in bi-weekly installments, in accordance with the regular payroll practices and procedures of the Company commencing on the first regularly scheduled payroll date occurring after Executive’s Release becomes effective; provided, however, that if the period during which Executive can consider and revoke the Release begins in one calendar year and ends in the subsequent calendar year, then payment of the Severance Payment shall commence on the later of (a) the first regularly scheduled payroll date occurring after Executive’s Release becomes effective, and (b) the first regularly scheduled payroll date occurring in the subsequent calendar year. The 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 and his spouse and children are eligible to continue their coverage under the Company’s group health plans pursuant to Section 4980B 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, a termination of employment pursuant to Section 4.01(a) by notice of non-renewal by the Company for any reason other than Cause, shall be deemed a termination of employment by the Company without Cause for purposes of this Section 5.02.

Termination by the Company Without Cause or by the Executive for Good Reason. If Executive’s employment and this Employment Agreement are terminated by the Company without Cause or 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 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 sum greater of two the Base Salary payable to Executive for the remainder of the Employment Term or one year’s Base Salary 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 (1) 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 (1) year following the Termination Date (in the case of unvested restricted stock or unvested restricted stock units subject to “cliff” vesting, the number of 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 the performance period to the Termination Date, as a percentage of the total performance period); and (viv) 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 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 basistax) for a period of the lesser of 24 12 months following the Termination Date (or the date until Executive receives similar or comparable coverage from a new employer); provided, however, that the Company may unilaterally amend the foregoing clause (viv) 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 continued compliance with Section 11.0 (Return of Property), 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 made in bi-weekly installments, in accordance with the regular payroll practices and procedures of the Company commencing on the first regularly scheduled payroll date occurring after Executive’s Release becomes effective; provided, however, that if the period during which Executive can consider and revoke the Release begins in one calendar year and ends in the subsequent calendar year, then payment of the Severance Payment shall commence on the later of (a) the first regularly scheduled payroll date occurring after Executive’s Release becomes effective, and (b) the first regularly scheduled payroll date occurring in the subsequent calendar year. The 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 and his spouse and children are eligible to continue their coverage under the Company’s group health plans pursuant to Section 4980B 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, a termination of employment pursuant to Section 4.01(a) by notice of non-renewal by the Company for any reason other than Cause, shall be deemed a termination of employment by the Company without Cause for purposes of this Section 5.02.

Termination by the Company Without Cause or by the Executive for Good Reason. If the Executive’s employment and this Employment Agreement are is terminated by the Company without Cause or if by the Executive terminates his employment and this Employment Agreement for Good Reason, then the Company shall pay the Executive his Accrued Benefit as of 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 Date of a Cash Incentive Plan payment, according to the terms of such planTermination. In addition, subject to Sections 6.0the Executive 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, 7.0 and 8.0, the Company shall pay the Executive shall be entitled to receive the following: (i) severance pay in a lump sum in cash in an amount equal to the sum eighteen (18) months of two yearExecutive’s Base Salary and two times Target Bonus Salary, less lawful withholding (as applicable, “Severance PaymentAmount”) which ), payable within 60 days after the Date of Termination, but if that 60-day period extends over two calendar years, the Company shall be payable as provided below; make the payment in the second calendar year, (ii) continued vesting a bonus payment equal to the lesser of granted stock options and the continued right to exercise such stock options following the Termination Date (y) Target Bonus pro-rated for the shorter 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 of employment, pro-rated for the portion of the year that Executive is employed, (iii) provided that the Executive timely elects COBRA coverage, reimburse the Executive for the COBRA premiums paid by the 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 one year or up to eighteen (18) months from the original expiration date of such option; (iii) continued vesting the Executive’s termination of restricted stock and restricted stock unit grants for a period of one year following the Termination Date (in the case of unvested restricted stock employment, or unvested restricted stock units subject to “cliff” vesting, the number of shares or units in which until the Executive shall vest shall be calculated based becomes eligible to receive health insurance benefits under any other employer’s group health plan, and (iv) immediate vesting on a period from the start pro-rata basis of the vesting period to the first anniversary of the Termination DateExecutive’s initial stock option grant, as a percentage prorated at 1/36th of the total vesting period); (iv) continued vesting option grant for each completed month 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 the performance period to the Termination Date, service as a percentage of the total performance period); and (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 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 timely execution and non-revocation of the Release (as defined in Section 7.0) and Executive’s continued compliance with Section 11.0 (Return of Property), 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 made in bi-weekly installments, in accordance with the regular payroll practices and procedures of the Company commencing on the first regularly scheduled payroll date occurring after Executive’s Release becomes effective; provided, however, that if the period during which Executive can consider and revoke the Release begins in one calendar year and ends in the subsequent calendar year, then payment of the Severance Payment shall commence on the later of (a) the first regularly scheduled payroll date occurring after Executive’s Release becomes effective, and (b) the first regularly scheduled payroll date occurring in the subsequent calendar year. The 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 and his spouse and children are eligible to continue their coverage under the Company’s group health plans pursuant to Section 4980B 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, a termination of employment pursuant to Section 4.01(a) by notice of non-renewal by the Company for any reason other than Cause, shall be deemed a termination of employment by the Company without Cause for purposes of this Section 5.02Termination.

Termination by the Company Without Cause or by the Executive for Good Reason. If the Executive’s employment and this Employment Agreement are is terminated by the Company without Cause or if by the Executive terminates his employment and this Employment Agreement for Good Reason, then the Company shall pay the 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 planBenefit. In addition, subject to Sections 6.0, 7.0 and 8.0, the Executive shall be entitled to will receive the following: (i) an amount a lump sum payment equal to the sum of two twelve (12) months of the Executive’s then current Base Salary, any then-unpaid bonus from a prior calendar year’s Base Salary , and two times Target Bonus (“Severance Payment”) which shall be payable as provided below; a pro rata target bonus for the year of termination at target level, (ii) continued vesting of granted stock options the Company will pay the COBRA premiums for Executive 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 his eligible dependents for a period of one year twelve (12) months following termination, and (iii) accelerated vesting with respect to the Termination Date time-vesting requirements of 20% of any then unvested equity that had been granted prior to the date of termination (in the case of unvested restricted stock or unvested restricted stock units subject to “cliff” vestingincluding, if applicable, the number of shares or units in which Retention Equity Grant) (the “Severance”); provided that the Executive shall vest 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 calculated based on a period from the start made within 60 days of the vesting period to Executive’s termination date, provided 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 the performance period to the Termination Date, as a percentage of the total performance period); and (v) continued medical, hospitalization, life insurance and disability benefits to which Executive was entitled Release is effective 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 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 employertime; 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 timely execution and non-revocation of the Release (as defined in Section 7.0) and Executive’s continued compliance with Section 11.0 (Return of Property), 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 made in bi-weekly installments, in accordance with the regular payroll practices and procedures of the Company commencing on the first regularly scheduled payroll date occurring after Executive’s Release becomes effective; provided, howeverfurther, that if the period during which Executive can consider and revoke the Release begins in one could become effective and irrevocable spans two calendar year and ends years, the Severance shall not be paid prior to the first payroll date in the subsequent second calendar year. In addition, in the event such termination occurs within six (6) months prior to or twelve (12) months following a Sale Event (as defined in the Public Plan) then the Executive will be eligible to receive (i) a lump sum payment equal to the sum of eighteen (18) months of the Executive’s then current Base Salary, any then-unpaid bonus from a prior calendar year, then payment and a pro rata target bonus for the year of termination at target level, (ii) 100% of all unvested equity that had been granted prior to the Severance Payment date of termination (including, if applicable, the Retention Equity Grant) shall commence on the later of become fully vested and (aiii) the first regularly scheduled payroll date occurring after Executive’s 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 becomes has become effective, and (b) the Executive has not breached any of his post-employment contractual obligations to the Company. The Enhanced Severance payment shall be made within 60 days of the Executive’s termination date, provided 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 be paid prior to the first regularly scheduled payroll date occurring in the subsequent second calendar year. The 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 and his spouse and children are eligible to continue their coverage under the Company’s group health plans pursuant to Section 4980B 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, the consummation of the SPAC Transaction shall not constitute a termination of employment pursuant to Section 4.01(a) by notice of non-renewal by the Company for any reason other than Cause, shall be deemed a termination of employment by the Company without Cause for purposes of this Section 5.02Sale Event.

Termination by the Company Without Cause or by the Executive for Good Reason. (i) If Executive’s the employment and this Employment Agreement are of the Executive is terminated by the Company without Cause or if by the Executive terminates his employment and this Employment Agreement for Good Reason, the Company shall will pay the Executive one and one-half times the Accrued Obligations in a singlesum of (A) his base salary pursuant to Section 2(a) hereof, 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 shall be entitled to receive the following: plus (iB) an amount equal to the sum of two year’s Base Salary and two times Target average annual Bonus (“Severance Payment”) which shall be payable as provided below; (ii) continued vesting of granted stock options and the continued right paid 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 the case of unvested restricted stock or unvested restricted stock units subject to “cliff” vesting, the number of 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 the performance period to the Termination Date, as a percentage of the total performance period); and (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 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 Parent for the Company may unilaterally amend the foregoing clause (v) or eliminate the benefit provided thereunder three most recently completed calendar years prior to the extent it deems necessary to avoid the imposition termination 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 continued compliance with Section 11.0 (Return of Property), 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 made in bi-weekly installments, in accordance with the regular payroll practices and procedures of the Company commencing on the first regularly scheduled payroll date occurring after Executive’s Release becomes effectiveemployment; provided, however, that if the period during which Executive can consider and revoke the Release begins in one calendar year and ends in the subsequent calendar year, then payment of the Severance Payment shall commence on the later of (a) the first regularly scheduled payroll date occurring after Executive’s Release becomes effective, and (b) termination of employment occurs before the first regularly scheduled payroll date occurring in the subsequent calendar year. The 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 periodBonus, if any, during which Executive and his spouse and children are eligible for the most recently completed calendar year is payable, then the averaging will be determined by reference to continue their coverage under the Company’s group health plans pursuant to Section 4980B 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 eighteen (18) month period commencing as of the Code (“COBRA”) shall run simultaneously with the period specified in clause (iv) (date of termination of employment, provided that nothing in such clause (iv) the first payment shall be deemed to extend such COBRA continuation period beyond the minimum period required by applicable law). For the avoidance of doubt, a made sixty (60) days following termination of employment pursuant 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 4.01(a409A 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 notice 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 nonthe excise tax and the aggregate after-renewal 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 any reason other than Cause, shall in this Section 3(c) (i) are intended to be deemed a reasonable compensation for refraining from performing services after termination of employment by (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 without Cause 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 this 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 5.02.409A.

Termination by the Company Without Cause or by the Executive for Good Reason. If the Executive’s employment and this Employment Agreement are is terminated by the Company without Cause or if by the Executive terminates his employment and this Employment Agreement for Good Reason, then the Company shall pay the Executive his Accrued Benefit as of 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 Date of a Cash Incentive Plan payment, according to the terms of such planTermination. In addition, subject to Sections 6.0the Executive 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, 7.0 and 8.0, the Company shall pay the Executive shall be entitled to receive the following: (i) severance pay in a lump sum in cash in an amount equal to (y) in the sum event of two yeara termination during the period of April 1, 2016 until April 30, 2016, the Executive’s Base Salary multiplied by 2.0, 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 two one-half times Target Bonus the Executive’s Base Salary, less withholding (as applicable, “Severance PaymentAmount”) which ), payable within 60 days after the Date of Termination, but if that 60-day period extends over two calendar years, the Company shall be payable as provided below; make the payment in the second calendar year, (ii) continued vesting of granted stock options and a bonus payment equal to (y) if the continued right to exercise such stock options following termination occurs on or before March 31, 2018, the Termination Date Target Bonus pro-rated for the shorter portion of a period of one the 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 the case of unvested restricted stock or unvested restricted stock units subject to “cliff” vesting, the number of 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 the performance period to the Termination Date, as a percentage of the total performance period); and (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 employed by the Company in its discretionprior to the termination or (z) if the termination occurs on or after April 1, be structured so as to require that Executive pay 2018, 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 average 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 timely execution and non-revocation of the Release (as defined in Section 7.0) and Executive’s continued compliance with Section 11.0 (Return of Property), 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 made in bi-weekly installments, in accordance with the regular payroll practices and procedures of the Company commencing on the first regularly scheduled payroll date occurring after Executive’s Release becomes effective; provided, however, that if the period during which Executive can consider and revoke the Release begins in one calendar year and ends in the subsequent calendar year, then payment of the Severance Payment shall commence on the later of (a) the first regularly scheduled payroll date occurring after Executive’s Release becomes effective, and (b) the first regularly scheduled payroll date occurring in the subsequent calendar year. The 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 periodbonus payments, if any, during which 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 (iii) provided that the Executive timely elects COBRA coverage, reimburse the Executive for the COBRA premiums paid by the Executive, if any, for the continuation of coverage under the Executive’s then-existing group company health plan that the Executive and his spouse and children dependents are eligible to continue their coverage receive for the earlier of (x) a period of up to 24 months from the date of the Executive’s termination of employment, or (y) until the Executive becomes eligible to receive health insurance benefits under the Companyany other employer’s group health plans pursuant to Section 4980B 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, a termination of employment pursuant to Section 4.01(a) by notice of non-renewal by the Company for any reason other than Cause, shall be deemed a termination of employment by the Company without Cause for purposes of this Section 5.02plan.

Termination by the Company Without Cause or by the Executive for Good Reason. If the Executive’s employment and this Employment Agreement are is terminated by the Company without Cause as provided in Section 3(d) or if by the Executive terminates his employment and this Employment Agreement for Good ReasonReason as provided in Section 3(e), then the Company shall shall, through the Date of Termination, pay the Executive the his 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 planBenefit. In addition, subject to Sections 6.0the Executive signing a general release of claims in favor of the Company and related persons and entities in a form and manner mutually satisfactory to the Company and the Executive (the “Release”) within the 21-day period following the Date of Termination and the expiration of the seven-day revocation period for the Release, 7.0 and 8.0, the Company shall pay the Executive shall be entitled to receive the following: following amounts (the “Severance Amount”): (i) a pro-rated cash bonus, if any, earned by the Executive for the fiscal year in which the Date of Termination occurs as determined by the Compensation Committee of the Board (unless such pro-rated cash bonus is determined to be earned but unpaid incentive compensation for purposes of the Accrued Benefit, in which case such pro-rated cash bonus shall not be paid in addition to the payment of such incentive compensation) and (ii) an amount equal to two times the sum of two year(i) Executive’s Base Salary and two times Target Bonus (“Severance Payment”) which shall be payable as provided below; base salary then in effect on the Date of Termination plus (ii) continued vesting of granted stock options and the continued right to exercise such stock options following the Termination Date target cash bonus for the shorter of a period of one fiscal 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 the case of unvested restricted stock or unvested restricted stock units subject to “cliff” vesting, the number of shares or units in which the date of termination occurs. Subject to the Executive shall vest shall be calculated based on a signing the Release within the 21-day period from following the start Date of Termination and the expiration of the vesting seven-day revocation period to for the first anniversary of the Termination DateRelease, 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 the performance period to the Termination Date, as a percentage of the total performance period); and (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 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 basispay the cost to continue the Executive’s insurance benefits (medical and dental) under the Consolidated Omnibus Budget Reconciliation Act (COBRA) for a period of the lesser of 24 months following the Termination Date months, or the date Executive receives similar or comparable coverage until he becomes eligible to receive insurance benefits 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 if sooner. The Severance Amount shall be conditional on Executive’s timely execution and non-revocation of the Release (as defined paid out in Section 7.0) and Executive’s continued compliance with Section 11.0 (Return of Property), 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 made in bi-weekly installments, substantially equal installments in accordance with the regular Company’s payroll practices and procedures of the Company commencing practice over 24 months, beginning on the first regularly scheduled payroll date occurring that occurs 30 days after Executive’s Release becomes effective; providedthe Date of Termination. Solely for purposes of Section 409A of the Internal Revenue Code of 1986, howeveras amended (the “Code”), that each installment payment is considered a separate payment. Notwithstanding the foregoing, if the period during which Executive can consider and revoke breaches any of the Release begins provisions contained in one calendar year and ends in the subsequent calendar yearSection 6 of this Agreement, then payment all payments of the Severance Payment Amount shall commence on the later of (a) the first regularly scheduled payroll date occurring after Executive’s Release becomes effective, and (b) the first regularly scheduled payroll date occurring in the subsequent calendar year. The 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 and his spouse and children are eligible to continue their coverage under the Company’s group health plans pursuant to Section 4980B 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, a termination of employment pursuant to Section 4.01(a) by notice of non-renewal by the Company for any reason other than Cause, shall be deemed a termination of employment by the Company without Cause for purposes of this Section 5.02immediately cease.

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, then the Company shall pay the Executive the Accrued Benefit. In addition, the Executive will receive (i) a lump sum payment equal to the sum of twelve (12) months of the Executive’s then current Base Salary and this Employment Agreement are any then-unpaid bonus from a prior calendar year and prorated target bonus for year of termination at target level, (ii) the Company will pay the COBRA premiums for Executive and their 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 had been granted prior to the date of termination (collectively, the “Severance”); provided that the Executive has signed a general release of claims (the “Release”), the Release has become effective, and the Executive has not breached any of their post-employment contractual obligations to the Company. The Severance payment shall be made within 60 days of the Executive’s termination date, provided 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 Severance shall not be paid prior to the first payroll date in the second calendar year. In addition, if the Executive’s employment is terminated by the Company without Cause or if by the Executive terminates his employment and this Employment Agreement for Good ReasonReason and such termination occurs within six ( 6) months prior to or twelve (12) months following a Sale Event (as defined in the Public Plan) then, in lieu of the Severance, 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 shall will be entitled eligible to receive the following: (i) an amount a lump sum payment equal to the sum of two yeareighteen (18) months of the Executive’s then current Base Salary and two times Target Bonus (“Severance Payment”) which shall be payable as provided below; any then-unpaid bonus from a prior calendar year and a pro rata target bonus for the year of termination at target level, (ii) continued vesting 100% of all unvested equity that had been granted stock options and prior to 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; termination shall become fully vested and (iii) continued vesting of restricted stock the Company will pay the COBRA premiums for Executive and restricted stock unit grants their eligible dependents for a period of one year eighteen (18) months following termination (the Termination Date (in “Enhanced Severance”); provided that the case of unvested restricted stock or unvested restricted stock units subject to “cliff” vestingExecutive has signed the Release, the number of shares or units in which Release has become effective, and the Executive shall vest has not breached any of their post-employment contractual obligations to the Company. The Enhanced Severance payment shall be calculated based on a period from the start made within 60 days of the vesting period to Executive’s termination date, provided 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 the performance period to the Termination Date, as a percentage of the total performance period); and (v) continued medical, hospitalization, life insurance and disability benefits to which Executive was entitled Release is effective 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 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 employertime; 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 timely execution and non-revocation of the Release (as defined in Section 7.0) and Executive’s continued compliance with Section 11.0 (Return of Property), 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 made in bi-weekly installments, in accordance with the regular payroll practices and procedures of the Company commencing on the first regularly scheduled payroll date occurring after Executive’s Release becomes effective; provided, howeverfurther, that if the period during which Executive can consider and revoke the Release begins in one could become effective and irrevocable spans two calendar year and ends years, the Enhanced Severance shall not be paid prior to the first payroll date in the subsequent second calendar year, then payment of the Severance Payment shall commence on the later of (a) the first regularly scheduled payroll date occurring after Executive’s Release becomes effective, and (b) the first regularly scheduled payroll date occurring in the subsequent calendar year. The 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 and his spouse and children are eligible to continue their coverage under the Company’s group health plans pursuant to Section 4980B 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, a termination of employment pursuant to Section 4.01(a) by notice of non-renewal by the Company for any reason other than Cause, shall be deemed a termination of employment by the Company without Cause for purposes of this Section 5.02.

Termination by the Company Without Cause or by the Executive for Good Reason. If (i) Upon 30 days' prior written notice to the Executive’s employment and this Employment Agreement are terminated by , the Company may terminate the Executive's employment without Cause or if Cause. Upon 30 days' prior written notice to the Company, the Executive terminates may terminate his employment and this Employment Agreement with the Company for Good Reason, . If either such event occurs during the Company shall pay Employment Period the Executive the Accrued Obligations in will receive: (A) a single, lump-lump sum payment in accordance with applicable payroll laws equal to any Base Salary earned but in no event longer than 45 days following unpaid as of the date of Separation; (B) a lump sum payment of any unpaid expense reimbursements and any amounts required by law to be paid to the Executive; and (C) a lump sum payment of any accrued but unpaid bonus for the prior year. All such termination payments will be made on the 45th day after the Separation date or, in if that day is not a business day, on the case of a Cash Incentive Plan payment, according to the terms of such plannext succeeding business day. In addition, subject to Sections 6.0for a period of 18 months following such Separation during the Employment Period, 7.0 the Executive will be entitled to: (x) continued use of the Company's aircraft (consistent with the terms of Executive's use of such aircraft during the Employment Period), (y) information technology support from the Company, as reasonably requested by the Executive and 8.0, (z) continuation of such other perquisites as the Executive shall be was entitled to receive under Section 4(e) immediately prior to such Separation. Additionally, if such Separation occurs during the followingEmployment Period, the Executive will receive a severance payment equal to $7,800,000 (the “Separation Amount”, which will be paid as follows: (iX) an amount equal to 1.5 times the Executive's then current Base Salary (“Salary Continuation Amount”) will be paid in equal monthly installments over the 18 month period commencing on the first payroll period following such Separation and (Y) an amount equal to the sum of two year’s Base Separation Amount less the Salary and two times Target Bonus (“Severance Payment”) which shall Continuation Amount will be payable as provided below; (ii) continued vesting of granted stock options and the continued right paid 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 the case of unvested restricted stock or unvested restricted stock units subject to “cliff” vesting, the number of shares or units in which the Executive shall vest shall be calculated based in a lump sum 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 the performance period to the Termination Date, as a percentage of the total performance period); and (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 date prescribed by the 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 timely execution and non-revocation of the Release (as defined in Section 7.0) and Executive’s continued compliance with Section 11.0 (Return of Property), 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 made in bi-weekly installments, in accordance with the regular payroll practices and procedures of the Company commencing on the first regularly scheduled payroll date occurring after Executive’s Release becomes effective; provided, however, that if the period during which Executive can consider and revoke the Release begins in one calendar year and ends in the subsequent calendar year, then payment of the Severance Payment shall commence on the later of (a) the first regularly scheduled payroll date occurring after Executive’s Release becomes effective, and (b) the first regularly scheduled payroll date occurring in the subsequent calendar year. The 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 and his spouse and children are eligible to continue their coverage under the Company’s group health plans pursuant to Section 4980B 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, a termination of employment pursuant to Section 4.01(a) by notice of non-renewal by the Company for any reason other than Cause, shall be deemed a termination of employment by the Company without Cause for purposes fourth sentence of this Section 5.02Section.

Termination by the Company Without Cause or by the Executive for Good Reason. (i) If the Executive’s employment and this Employment Agreement are is terminated by the Company without Cause pursuant to subsection 5(e) hereof (Without Cause) or if the Executive terminates his employment and this Employment Agreement pursuant to subsection 5(d) hereof (for Good Reason), then 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 shall be entitled to receive the followingreceive: (iA) an amount equal any accrued but unpaid Base Salary through the date of termination; (B) the Pro-Rata Bonus; (C) any Earned but Unpaid Bonus; (D) reimbursement of any unreimbursed business expenses properly incurred by the Executive in accordance with Company policy prior to the sum date of two yearthe Executive’s Base termination; and (E) subject to the Executive’s continued compliance with Sections 11 and 12 of this Agreement, (1) the “Salary Severance Benefit” and two times Target the “Bonus Severance Benefit” (“Severance Payment”as each term is defined in subsection 6(b)(ii)) and (2) continued medical and dental coverage (which coverage shall be payable provided by the Company paying the applicable premiums under COBRA) through the earlier of (I) the end of the Severance Term (as provided below; such term is defined in subsection 6(b)(ii)(1)) and (iiII) continued vesting the Executive’s becoming eligible to receive comparable benefits from any other source, 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 the case of unvested restricted stock or unvested restricted stock units subject to “cliff” vesting, the number of shares or units in which the Executive shall vest is required to promptly notify the Company. The Salary Severance Benefit and the Bonus Severance Benefit shall be calculated based on a period from paid over 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 the performance period to the Termination Date, as a percentage of the total performance period); and (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 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 Severance Term in accordance with Section 8.02 so that 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 is made whole on an after-tax basisshall 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), due the Executive following termination pursuant to subsection 5(e) for a period or 5(d) hereof shall be determined in accordance with the plans, policies and practices of the lesser of 24 months following the Termination Date or the date Executive receives similar or comparable coverage from a new employerCompany; provided, however, that the Company may unilaterally amend the foregoing clause (v) Executive shall not be entitled to payments 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 any separately stated severance plan, policy or program of the Release (as defined in Section 7.0) and Executive’s continued compliance with Section 11.0 (Return of Property), 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 made in bi-weekly installments, in accordance with the regular payroll practices and procedures of the Company commencing on the first regularly scheduled payroll date occurring after Executive’s Release becomes effective; provided, however, that if the period during which Executive can consider and revoke the Release begins in one calendar year and ends in the subsequent calendar year, then payment of the Severance Payment shall commence on the later of (a) the first regularly scheduled payroll date occurring after Executive’s Release becomes effective, and (b) the first regularly scheduled payroll date occurring in the subsequent calendar year. The 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 and his spouse and children are eligible to continue their coverage under the Company’s group health plans pursuant to Section 4980B 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, a termination of employment pursuant to Section 4.01(a) by notice of non-renewal by the Company for any reason other than Cause, shall be deemed a termination of employment by the Company without Cause for purposes of this Section 5.02.

Termination by the Company Without Cause or by the Executive for Good Reason. (i) If the Executive’s employment and this Employment Agreement are is terminated by the Company without Cause pursuant to subsection 5(e) (Without Cause) or if the Executive terminates his employment and this Employment Agreement pursuant to subsection 5(d) (for Good Reason), then the Company Executive shall pay Executive the Accrued Obligations in be entitled to receive: (A) a single, lump-lump sum payment in accordance with applicable payroll laws on the date of such termination equal to the amount of any earned, but in no event longer unpaid Base Salary through the date of such termination; and (B) an additional lump sum payment not later than 45 thirty (30) days following such termination or, equal to (I) any earned but unpaid Bonus; and (II) the amount of any unreimbursed business expenses properly incurred by the Executive in the case of a Cash Incentive Plan payment, according accordance with Company policy prior to the terms date of such planthe Executive’s termination. In addition, and subject to Sections 6.0the Executive’s continued compliance with Section 10 of this Agreement, 7.0 and 8.0, the Executive shall be entitled to receive (1) the following: “Salary Severance Benefit” (ias such term is defined in subsection 6(b)(ii)) an amount equal and (2) continued eligibility to participate in the medical, life, dental and disability insurance coverage for the Executive and his eligible dependents to the sum extent permitted under the applicable plans of two year’s Base Salary and two times Target Bonus (“Severance Payment”) which shall be payable the Company as provided below; (ii) continued vesting of granted stock options and in effect on 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 optiontermination, at the Company’s expense through the end of the Severance Term; (iii) continued vesting of restricted stock and restricted stock unit grants for a period of one year following the Termination Date (in the case of unvested restricted stock or unvested restricted stock units subject to “cliff” vestingprovided, the number of shares or units in which however, that after such termination the Executive shall vest continue to pay premiums in respect to such coverage to the same extent that the Executive was paying such premiums immediately prior to such termination. The Salary Severance Benefit shall be calculated based on a period from paid in equal installments over 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 the performance period to the Termination Date, as a percentage of the total performance period); and (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 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 Severance Term in accordance with the Company’s usual payroll practices and shall be subject to the Executive’s continued compliance with Section 8.02 so that 10 of this Agreement. The Executive is made whole on an after-tax basisshall have no further rights to any compensation or other benefits under this Agreement. Any other benefits (including rights to stock, stock options, retirement income and insurance) for a period due the Executive following termination pursuant to subsection 5(e) or 5(d) hereof shall be determined in accordance with the plans, policies and practices of the lesser of 24 months following the Termination Date or the date Executive receives similar or comparable coverage from a new employerCompany; provided, however, that the Company may unilaterally amend Executive shall not be entitled to payments or benefits under any separately stated severance plan, policy or program of the foregoing clause (v) or eliminate the benefit provided thereunder Company. Notwithstanding anything in this Agreement to the extent it deems necessary contrary, if required to avoid comply with the imposition provisions 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 409A of the Release Internal Revenue Code of 1986, as amended (as defined in Section 7.0) and Executive’s continued compliance with Section 11.0 (Return of Propertythe “Code”), Section 14.0 then: (Confidentiality), Section 15.0 A) the Salary Severance Benefit for the first six (Work Product Assignment), and Section 16.0 (Covenant Not to Compete). Payment 6) months of the Severance Payment Term shall accrue during such six (6) months, but shall not be paid to the Executive until the first day of the seventh month of the Severance Term; and (B) the Executive shall pay the life insurance premiums applicable to the first six (6) months of the Severance Term, for which the Executive shall be made in bireimbursed on an after-weekly installments, in accordance with the regular payroll practices and procedures of the Company commencing tax basis on the first regularly scheduled payroll date occurring after Executive’s Release becomes effective; provided, however, that if day of the period during which Executive can consider and revoke the Release begins in one calendar year and ends in the subsequent calendar year, then payment seventh month of the Severance Payment shall commence on the later of (a) the first regularly scheduled payroll date occurring after Executive’s Release becomes effective, and (b) the first regularly scheduled payroll date occurring in the subsequent calendar year. The 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 and his spouse and children are eligible to continue their coverage under the Company’s group health plans pursuant to Section 4980B 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, a termination of employment pursuant to Section 4.01(a) by notice of non-renewal by the Company for any reason other than Cause, shall be deemed a termination of employment by the Company without Cause for purposes of this Section 5.02Term.

Termination by the Company Without Cause or by the Executive for Good Reason. (i) If Executive’s the employment and this Employment Agreement are of the Executive is terminated by the Company without Cause or if by the Executive terminates his employment and this Employment Agreement for Good ReasonReason and such termination constitutes a Termination of Employment, the Company shall will pay the Executive (A) such maximum Incentive Bonus to which Executive would have been entitled had Executive remained in the Accrued Obligations employ of the Company the later of the entire calendar year in a single, lump-sum payment in accordance with applicable payroll laws but in no event longer than 45 days following which such termination oroccurs, in or the case end of a Cash Incentive Plan paymentthe Term, according (B) his base salary pursuant to Section 2(a) hereof for the terms remainder of such plan. In additionthe Term plus ninety (90) days, subject to Sections 6.0, 7.0 and 8.0, Executive shall be entitled to receive the following: (iC) an amount equal to the sum actual cost of two yearninety (90) days of the Executive’s Base Salary and two times Target Bonus 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 “Severance PaymentContinuing Benefit”) which ). Such amount shall be payable as provided below; paid in arrears in substantially equal installments not less frequently than monthly over the remainder of the Term commencing within thirty (ii30) continued vesting of granted stock options and the continued right to exercise such stock options days following the Termination Date for the shorter of a period of one year or the original expiration effective 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 the case of unvested restricted stock or unvested restricted stock units subject to “cliff” vesting, the number of 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 the performance period to the Termination Date, as a percentage of the total performance period); and (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 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 employertermination; 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 may unilaterally amend shall reduce the foregoing clause (v) or eliminate aggregate payments to the benefit provided thereunder largest amount which can be paid to the Executive without triggering the excise tax, but only if and to the extent it deems necessary to avoid that such reduction would result in 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 nonExecutive retaining larger aggregate after-revocation tax payments. The determination of the Release (as defined in Section 7.0) excise tax and Executive’s continued compliance with Section 11.0 (Return of Property), Section 14.0 (Confidentiality), Section 15.0 (Work Product Assignment), and Section 16.0 (Covenant Not the aggregate after-tax payments to Compete). Payment of be received by the Severance Payment shall Executive will be made in bi-weekly installments, in accordance with the regular payroll practices and procedures of the Company commencing on the first regularly scheduled payroll date occurring after Executive’s Release becomes effective; provided, however, that if the period during which Executive can consider and revoke the Release begins in one calendar year and ends in the subsequent calendar year, then payment of the Severance Payment shall commence on the later of (a) the first regularly scheduled payroll date occurring after Executive’s Release becomes effective, and (b) the first regularly scheduled payroll date occurring in the subsequent calendar year. The 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 and his spouse and children are eligible to continue their coverage under by the Company’s group health plans pursuant . If payments are to Section 4980B of be reduced, the Code (“COBRA”) shall run simultaneously with the period specified payments made latest in clause (iv) (provided that nothing in such clause (iv) shall time will be deemed to extend such COBRA continuation period beyond the minimum period required by applicable law). For the avoidance of doubt, a termination of employment pursuant to Section 4.01(a) by notice of non-renewal by the Company for any reason other than Cause, shall be deemed a termination of employment by the Company without Cause for purposes of this Section 5.02reduced first.

Termination by the Company Without Cause or by the Executive for Good Reason. If the Executive’s employment and this Employment Agreement are is terminated by the Company without Cause or if by the Executive terminates his employment and this Employment Agreement for Good Reason, then the Company shall pay the Executive his Accrued Benefit as of 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 Date of a Cash Incentive Plan payment, according to the terms of such planTermination. In addition, subject to Sections 6.0the Executive 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, 7.0 and 8.0, the Company shall pay the Executive shall be entitled to receive the following: (i) severance pay in a lump sum in cash in an amount equal to (y) in the sum event of two yeara termination during the period of April 1, 2016 until April 30, 2016, the Executive’s Base Salary multiplied by 2.3, 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 two one-half times Target Bonus the Executive’s Base Salary, less withholding (as applicable, “Severance PaymentAmount”) which ), payable within 60 days after the Date of Termination, but if that 60-day period extends over two calendar years, the Company shall be payable as provided below; make the payment in the second calendar year, (ii) continued vesting of granted stock options and a bonus payment equal to (y) if the continued right to exercise such stock options following termination occurs on or before March 31, 2018, the Termination Date Target Bonus pro-rated for the shorter portion of a period of one the 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 the case of unvested restricted stock or unvested restricted stock units subject to “cliff” vesting, the number of 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 the performance period to the Termination Date, as a percentage of the total performance period); and (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 employed by the Company in its discretionprior to the termination or (z) if the termination occurs on or after April 1, be structured so as to require that Executive pay 2018, 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 average 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 timely execution and non-revocation of the Release (as defined in Section 7.0) and Executive’s continued compliance with Section 11.0 (Return of Property), 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 made in bi-weekly installments, in accordance with the regular payroll practices and procedures of the Company commencing on the first regularly scheduled payroll date occurring after Executive’s Release becomes effective; provided, however, that if the period during which Executive can consider and revoke the Release begins in one calendar year and ends in the subsequent calendar year, then payment of the Severance Payment shall commence on the later of (a) the first regularly scheduled payroll date occurring after Executive’s Release becomes effective, and (b) the first regularly scheduled payroll date occurring in the subsequent calendar year. The 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 periodbonus payments, if any, during which 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 (iii) provided that the Executive timely elects COBRA coverage, reimburse the Executive for the COBRA premiums paid by the Executive, if any, for the continuation of coverage under the Executive’s then-existing group company health plan that the Executive and his spouse and children dependents are eligible to continue their coverage receive for the earlier of (x) a period of up to 24 months from the date of the Executive’s termination of employment, or (y) until the Executive becomes eligible to receive health insurance benefits under the Companyany other employer’s group health plans pursuant to Section 4980B 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, a termination of employment pursuant to Section 4.01(a) by notice of non-renewal by the Company for any reason other than Cause, shall be deemed a termination of employment by the Company without Cause for purposes of this Section 5.02plan.

Termination by the Company Without Cause or by the Executive for Good Reason. If The Executive’s employment under this Agreement may be terminated by the Company at any time without “Cause” (as defined in Section 6(b)) upon thirty (30) days’ prior written notice to the Executive or by the Executive at any time during the 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 this Employment Agreement are terminated is not a termination on account of death or disability under Section 6(c) shall be deemed a termination without Cause. Upon any such termination of the Executive’s employment by the Company without Cause or if by the Executive terminates his employment and this Employment Agreement for Good ReasonReason during the Term, all obligations of the Company under this Agreement shall pay Executive the thereupon immediately terminate other than any obligations with respect to 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 planObligations. In addition, subject to Sections 6.0, 7.0 the Executive signing within the applicable consideration period a general release of claims in a form and 8.0, Executive shall be entitled to receive the following: (i) an amount equal manner satisfactory to the sum of two year’s Base Salary and two times Target Bonus (“Severance Payment”) which shall be payable as provided below; (ii) continued vesting of granted stock options Company and the continued right to exercise such stock options following lapse of any statutory revocation period (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 the case of unvested restricted stock or unvested restricted stock units subject to “cliff” vestingRelease Requirement”), the number of 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 the performance period to the Termination Date, as a percentage of the total performance period); and (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 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 continue to pay the Executive for such premiums his Base Salary at the rate then in accordance with effect pursuant to Section 8.02 so that Executive is made whole on an after-tax basis4(a) for a period of twelve (12) months from the lesser Date of 24 months following the Termination Date or the date Executive receives similar or comparable coverage from a new employerTermination; provided, however, provided that the Company may unilaterally amend shall make the foregoing clause (v) or eliminate the benefit provided thereunder to the extent it deems necessary to avoid the imposition first payment of excise taxes, penalties or similar charges on such Base Salary continuation at any time determined by 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 within sixty (60) days of the Release (as defined in Section 7.0) and Executive’s continued compliance with Section 11.0 (Return Date of Property), 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 made in bi-weekly installments, in accordance with the regular payroll practices and procedures of the Company commencing on the first regularly scheduled payroll date occurring after Executive’s Release becomes effectiveTermination; provided, however, provided further that if the sixty (60) day period during which Executive can consider and revoke the Release begins in one calendar year and ends in the subsequent a second calendar year, then payment of the Severance Payment Base Salary continuation payments shall commence on the later of (a) the first regularly scheduled payroll date occurring after Executive’s Release becomes effective, and (b) the first regularly scheduled payroll date occurring begin to be paid in the subsequent second calendar yearyear by the last day of such sixty (60) day period. The first such payment of Base Salary continuation shall include any installments of the Severance Payment payment for all Base Salary that would have been made on previous payroll dates but paid by such date if Base Salary payments had not ceased due to the termination of the Executive’s employment. Also subject to the Release Requirement, the Company shall (i) pay 100% of the costs to provide up to three (3) months of outplacement support services at a level appropriate for the requirement Executive’s title and responsibilities and (ii) pay the same share of group medical and dental plan premiums for the Executive that Executive execute it pays for active employees at the same site location with the same level of group medical and dental plan benefits for a Release. The period, if any, during which Executive period of twelve (12) months from the Date of Termination; provided that such contributions toward group medical and his spouse and children are eligible to continue their dental plan continuation coverage under the Company’s group health plans shall be pursuant to Section 4980B and subject to the Executive’s election of the Code (“COBRA”) shall run simultaneously with the period specified in clause (iv) (provided that nothing in COBRA coverage and continued eligibility for 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, a termination of employment pursuant to Section 4.01(a) by notice of non-renewal by the Company for any reason other than Cause, shall be deemed a termination of employment by the Company without Cause for purposes of this Section 5.02continuation.

Termination by the Company Without Cause or by the Executive for Good Reason. (i) If the Executive’s employment and this Employment Agreement are is terminated by the Company without Cause pursuant to subsection 5(e) hereof (Without Cause) or if the Executive terminates his employment and this Employment Agreement pursuant to subsection 5(d) hereof (for Good Reason), then 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 shall be entitled to receive the followingreceive: (iA) an amount equal 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 in accordance with Company policy prior to the sum date of two yearthe Executive’s Base termination; and (F) subject to the Executive’s continued compliance with Sections 11 and 12 of this Agreement, (1) the “Salary Severance Benefit” and two times Target the “Bonus Severance Benefit” (“Severance Payment”as each term is defined in subsection 6(b)(ii)) and (2) continued medical and dental coverage (which coverage shall be payable provided by the Company paying the applicable premiums under COBRA) through the earlier of (I) the end of the Severance Term (as provided below; such term is defined in subsection 6(b)(ii)(1)) and (iiII) continued vesting the Executive’s becoming eligible to receive comparable benefits from any other source, 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 the case of unvested restricted stock or unvested restricted stock units subject to “cliff” vesting, the number of shares or units in which the Executive shall vest is required to promptly notify the Company. The Salary Severance Benefit and the Bonus Severance Benefit shall be calculated based on a period from paid over 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 the performance period to the Termination Date, as a percentage of the total performance period); and (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 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 Severance Term in accordance with Section 8.02 so that 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 is made whole on an after-tax basisshall 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), due the Executive following termination pursuant to subsection 5(e) for a period or 5(d) hereo f shall be determined in accordance with the plans, policies and practices of the lesser of 24 months following the Termination Date or the date Executive receives similar or comparable coverage from a new employerCompany; provided, however, that the Company may unilaterally amend the foregoing clause (v) Executive shall not be entitled to payments 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 any separately stated severance plan, policy or program of the Release (as defined in Section 7.0) and Executive’s continued compliance with Section 11.0 (Return of Property), 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 made in bi-weekly installments, in accordance with the regular payroll practices and procedures of the Company commencing on the first regularly scheduled payroll date occurring after Executive’s Release becomes effective; provided, however, that if the period during which Executive can consider and revoke the Release begins in one calendar year and ends in the subsequent calendar year, then payment of the Severance Payment shall commence on the later of (a) the first regularly scheduled payroll date occurring after Executive’s Release becomes effective, and (b) the first regularly scheduled payroll date occurring in the subsequent calendar year. The 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 and his spouse and children are eligible to continue their coverage under the Company’s group health plans pursuant to Section 4980B 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, a termination of employment pursuant to Section 4.01(a) by notice of non-renewal by the Company for any reason other than Cause, shall be deemed a termination of employment by the Company without Cause for purposes of this Section 5.02.

Termination by the Company Without Cause or by the Executive for Good Reason. (i) If the Executive’s employment and this Employment Agreement are is terminated by the Company without Cause pursuant to subsection 5(e) (Without Cause) or if the Executive terminates his her employment and this Employment Agreement pursuant to subsection 5(d) (for Good Reason), then the Company Executive shall pay Executive the Accrued Obligations in be entitled to receive: (A) a single, lump-lump sum payment in accordance with applicable payroll laws on the date of such termination equal to the amount of any earned, but in no event longer unpaid Base Salary through the date of such termination; and (B) an additional lump sum payment not later than 45 thirty (30) days following such termination or, equal to (I) any earned but unpaid Bonus; and (II) the amount of any unreimbursed business expenses properly incurred by the Executive in the case of a Cash Incentive Plan payment, according accordance with Company policy prior to the terms date of such planthe Executive’s termination. In addition, and subject to Sections 6.0the Executive’s continued compliance with Section 10 of this Agreement, 7.0 and 8.0, the Executive shall be entitled to receive (1) the following: “Salary Severance Benefit” and the “Bonus Severance Benefit” (ias each term is defined in subsection 6(b)(ii)) an amount equal and (2) continued eligibility to participate in the medical, life, dental and disability insurance coverage for the Executive and her eligible dependents to the sum extent permitted under the applicable plans of two year’s Base Salary and two times Target Bonus (“Severance Payment”) which shall be payable the Company as provided below; (ii) continued vesting of granted stock options and in effect on 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 optiontermination, at the Company’s expense through the end of the Severance Term; (iii) continued vesting of restricted stock and restricted stock unit grants for a period of one year following the Termination Date (in the case of unvested restricted stock or unvested restricted stock units subject to “cliff” vestingprovided, the number of shares or units in which however, that after such termination the Executive shall vest continue to pay premiums in respect to such coverage to the same extent that the Executive was paying such premiums immediately prior to such termination. The Salary Severance Benefit and the Bonus Severance Benefit shall be calculated based on a period from paid in equal installments over 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 the performance period to the Termination Date, as a percentage of the total performance period); and (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 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 Severance Term in accordance with the Company’s usual payroll practices and shall be subject to the Executive’s continued compliance with Section 8.02 so that 10 of this Agreement. The Executive is made whole on an after-tax basisshall have no further rights to any compensation or other benefits under this Agreement. Any other benefits (including rights to stock, stock options, retirement income and insurance) for a period due the Executive following termination pursuant to subsection 5(e) or 5(d) hereof shall be determined in accordance with the plans, policies and practices of the lesser of 24 months following the Termination Date or the date Executive receives similar or comparable coverage from a new employerCompany; provided, however, that the Company may unilaterally amend Executive shall not be entitled to payments or benefits under any separately stated severance plan, policy or program of the foregoing clause (v) or eliminate the benefit provided thereunder Company. Notwithstanding anything in this Agreement to the extent it deems necessary contrary, if required to avoid comply with the imposition provisions 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 409A of the Release Internal Revenue Code of 1986, as amended (as defined in Section 7.0) and Executive’s continued compliance with Section 11.0 (Return of Propertythe “Code”), Section 14.0 then: (Confidentiality), Section 15.0 A) the Salary Severance Benefit and the Bonus Severance Benefit for the first six (Work Product Assignment), and Section 16.0 (Covenant Not to Compete). Payment 6) months of the Severance Payment Term shall accrue during such six (6) months, but shall not be paid to the Executive until the first day of the seventh month of the Severance Term; and (B) the Executive shall pay the life insurance premiums applicable to the first six (6) months of the Severance Term, for which the Executive shall be made in bireimbursed on an after-weekly installments, in accordance with the regular payroll practices and procedures of the Company commencing tax basis on the first regularly scheduled payroll date occurring after Executive’s Release becomes effective; provided, however, that if day of the period during which Executive can consider and revoke the Release begins in one calendar year and ends in the subsequent calendar year, then payment seventh month of the Severance Payment shall commence on the later of (a) the first regularly scheduled payroll date occurring after Executive’s Release becomes effective, and (b) the first regularly scheduled payroll date occurring in the subsequent calendar year. The 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 and his spouse and children are eligible to continue their coverage under the Company’s group health plans pursuant to Section 4980B 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, a termination of employment pursuant to Section 4.01(a) by notice of non-renewal by the Company for any reason other than Cause, shall be deemed a termination of employment by the Company without Cause for purposes of this Section 5.02Term.

Termination by the Company Without Cause or by the Executive for Good Reason. If the Executive’s employment and this Employment Agreement are terminated by the Company without is terminated (y) by the Company other than for Cause (and not on account of the Executive’s Disability or if death) or (z) by the Executive terminates his employment and this Employment Agreement for Good Reason, in any event other than within the twelve (12)-month period immediately following a Change in Control, then the Company shall pay or provide the 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 shall be entitled to receive the following: (i) the Accrued Benefits; (ii) any earned but unpaid Annual Bonus with respect to a calendar year ending on or preceding the date of termination, payable as provided in Section 4 hereof (without regard to any continued employment requirement); and (iii) subject to the Executive’s continued compliance with the obligations in this Agreement, (1) an amount equal to the sum of two yearExecutive’s Base Salary and two times Target Bonus (“Severance Payment”) as in effect immediately prior to the date of Executive’s termination), which amount shall be payable as provided below; (ii) continued vesting of granted stock options and the continued right paid in cash 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 the case of unvested restricted stock or unvested restricted stock units subject to “cliff” vesting, the number of shares or units in which the Executive shall vest shall be calculated based on a period from in equal installments commensurate with 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 the performance period to the Termination Date, as a percentage of the total performance period); and (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 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 ExecutiveCompany’s timely execution and non-revocation of the Release (as defined in Section 7.0) and Executive’s continued compliance with Section 11.0 (Return of Property), 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 made in bi-weekly installments, regularly scheduled payroll in accordance with the regular payroll practices payment procedures set forth in Section 3 for twelve (12) months following the date the Executive’s employment terminates, and procedures (2) provided that the Executive timely elects to continue his coverage and that of any eligible dependents in the Company’s group health plans under the federal law known as “COBRA” or similar state law, a monthly amount equal to the monthly health premiums for such coverage paid by the Company on behalf of the Company Executive and any eligible dependents immediately prior to the date of termination until the earlier of (x) the date that is twelve (12) months following the date that the Executive’s employment terminates, (y) the date that the Executive and the Executive’s eligible dependents cease to be eligible for such COBRA coverage under applicable law or plan terms and (z) the date on which the Executive obtains health coverage from another employer, in each case commencing on the first regularly scheduled payroll date occurring after Executive’s Release becomes effectivefollowing the date the general release of claims in Section 8 is effective and irrevocable; provided, however, that if the sixty (60)-day period during in which Executive can consider the release of claims must be effective and revoke the Release irrevocable begins in one calendar tax year and ends in the subsequent calendar a later tax year, then payment of the Severance Payment shall payments will commence on the later of (a) the first regularly scheduled payroll date occurring after Executive’s Release becomes effective, and (b) following the first regularly scheduled payroll effective date occurring of the release of claims that begins in the subsequent calendar later tax year. The 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 Payments and his spouse and children are eligible to continue their coverage under the Company’s group health plans pursuant to benefits provided in this Section 4980B of the Code (“COBRA”) shall run simultaneously with the period specified in clause (iv) (provided that nothing in such clause (iv7(c) shall be deemed to extend such COBRA continuation period beyond in lieu of any termination or severance payments or benefits for which the minimum period required by Executive may be eligible under any of the plans, policies or programs of the Company or applicable lawlaw (including the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation). For the avoidance of doubt, a termination of employment pursuant to Section 4.01(a) by notice of non-renewal by the Company for any reason other than Cause, shall be deemed a termination of employment by the Company without Cause for purposes of this Section 5.02.(d)

Termination by the Company Without Cause or by the Executive for Good Reason. If Upon 30 days' prior written notice to the Executive’s , the Company may terminate the Executive's employment without Cause. Upon 30 days' prior written notice to the Company, the Executive may terminate his employment with the Company for Good Reason. In either such event the Executive will receive: (i) a lump sum payment equal to any Base Salary earned but unpaid as of the date of Separation; (ii) a lump sum payment of any unpaid expense reimbursements and any amounts required by law to be paid to the Executive; and (iii) a lump sum payment of any accrued but unpaid bonus for the prior year. All such payments will be made on the 45th day after the Separation date or, if that day is not a business day, on the next succeeding business day. In addition, for a period of 18 months following such Separation, the Executive will be entitled to: (x) continued use of the Company's aircraft (consistent with the terms of Executive's use of such aircraft during the Employment Period), (y) information technology support from the Company, as reasonably requested by the Executive and (z) continuation of such other perquisites as the Executive was entitled to receive under Section 4(e) immediately prior to such Separation. Additionally, the Executive will receive a severance payment equal to $7,800,000 (the "Separation Amount", which will be paid as follows: (X) an amount equal to 1.5 times the Executive's then current Base Salary ("Salary Continuation Amount") will be paid in equal monthly installments over the 18 month period commencing on the first payroll period following such termination and (Y) an amount equal to the Separation Amount less the Salary Continuation Amount will be paid to the Executive in a lump sum on the date prescribed by the fourth sentence of this Employment Section. Upon such Separation and notwithstanding any provision to the contrary herein or in any equity plan, grant agreement or other document relating to an Equity Award, all of the Original Options and any other outstanding, unvested Equity Award granted or issued to the Executive by the Company or any of its Affiliates (other than any Equity Award granted or issued to the Executive after the date of this Agreement are terminated by any such Affiliate for which the Executive continues to serve as Chief Executive Officer after termination of his employment with the Company) will vest in a percentage equal to a fraction the numerator of which is the number of days the Executive was employed by the Company or its Affiliates during the vesting period associated with such Equity Award to and including the date of the Executive's Separation plus 548, and the denominator of which is the entire vesting term of such Equity Award (in days). Notwithstanding the foregoing, if (i) the members of the Xxxxxx Group (as defined below) cease to beneficially own (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, securities of the Company representing at least 20% of the combined voting power of the then outstanding securities of the Company ordinarily (and apart from rights accruing under special circumstances) having the right to vote in the election of directors (such percentage to be calculated as provided in Rule 13d-3(d) under the Exchange Act in the case of rights to acquire the Company's securities) and (ii) within the period beginning 90 days before and ending 210 days after the date the condition prescribed in the foregoing clause (i) is satisfied (the "Xxxxxx Termination Period"), there shall occur a Separation by the Company without Cause or if a Separation by the Executive terminates his employment and this Employment Agreement for Good Reason, then all of the Company shall pay Executive the Accrued Obligations in a singleOriginal Options and any other outstanding, 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 unvested Equity Award granted or issued 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 sum of two year’s Base Salary 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 the case of unvested restricted stock or unvested restricted stock units subject to “cliff” vesting, the number of 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 the performance period to the Termination Date, as a percentage of the total performance period); and (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 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 Affiliates (other than any Equity Award granted or affiliatesissued to the Executive after the date of this Agreement by any such Affiliate for which the Executive continues to serve as Chief Executive Officer after termination of his employment with the Company) will vest in full. The "Xxxxxx Group" means Xxxx X. Xxxxxx, includinghis spouse, without limitationhis children and other lineal descendents or any trust, 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 foundation or other Person established by a member of the Release Xxxxxx Group for the benefit of one or more members of the Xxxxxx Group or for a charitable purpose. Any vested Option Awards, including without limitation any Option Award that vested pursuant to the two immediately preceding sentences or the immediately following sentence, will remain exercisable throughout the remainder of the full original term of the Option Award (as defined determined without reference to any provision in Section 7.0) and Executive’s continued compliance such Option Award that reduces the exercisability of such Option Award upon an individual's termination of employment with Section 11.0 (Return the Company or any of Property), Section 14.0 (Confidentiality), Section 15.0 (Work Product Assignment), and Section 16.0 (Covenant Not to Competeits Affiliates). Payment Any Equity Awards granted or issued to the Executive after the date of the Severance Payment shall be made in bi-weekly installments, in accordance with the regular payroll practices and procedures this Agreement by any Affiliate of the Company commencing on which do not become vested and, if applicable, exercisable, pursuant to this Section 5(c) by reason of the first regularly scheduled payroll date occurring after Executive’s Release becomes effective; provided's appointment as Chief Executive Officer of such Affiliate shall become vested and, howeverif applicable, that if the period during which Executive can consider and revoke the Release begins exercisable upon his termination of employment for Good Reason or without Cause from such Affiliate in one calendar year and ends a percentage equal to (i) in the subsequent calendar yearcase of such a termination during the Xxxxxx Termination Period, then payment 100% or (ii) in the case of such a termination not during the Severance Payment shall commence on Xxxxxx Termination Period, a fraction, the later numerator of (a) which is the first regularly scheduled payroll number of days the Executive was employed by the Company and its Affiliates during the vesting period associated with such Equity Award to and including the date occurring after Executive’s Release becomes effectiveof such termination plus 548, and the denominator of which is the entire vesting term of such Equity Award (b) the first regularly scheduled payroll date occurring in the subsequent calendar year. The 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 and his spouse and children are eligible to continue their coverage under the Company’s group health plans pursuant to Section 4980B of the Code (“COBRA”) shall run simultaneously with the period specified in clause (ivdays) (provided that nothing in such clause the "Xxxxxx Termination Period" will be defined (iv) shall be deemed to extend such COBRA continuation period beyond for the minimum period required by applicable law). For the avoidance purposes of doubt, a termination of employment pursuant to Section 4.01(athis sentence) by notice substituting for "the Company" the Affiliate of non-renewal by the Company for any reason other than which the Executive is appointed to serve as Chief Executive Officer and "Cause, " and "Good Reason" shall be deemed interpreted and applied in a termination of manner that reflects the Executive's employment by such Affiliate, rather than by the Company without Cause for purposes of this Section 5.02Company).

Termination by the Company Without Cause or by the Executive for Good Reason. If Executive’s employment and this Employment Agreement are terminated by the Company without Cause or 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 shall be entitled to receive the following: (i) an amount equal to the sum of two year’s Base Salary 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 the case of unvested restricted stock or unvested restricted stock units subject to “cliff” vesting, the number of 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 the performance period to the Termination Date, as a percentage of the total performance period); and (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 Company in its discretion, be structured so as to require that Executive pay the premiums for such EXECUTIVE EMPLOYMENT AGREEMENT - 3 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 timely execution and non-revocation of the Release (as defined in Section 7.0) and Executive’s continued compliance with Section 11.0 (Return of Property), 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 made in bi-weekly installments, in accordance with the regular payroll practices and procedures of the Company commencing on the first regularly scheduled payroll date occurring after Executive’s 's Release becomes effective; provided, however, that if the period during which Executive can consider and revoke the Release begins in one calendar year and ends in the subsequent calendar year, then payment of the Severance Payment shall commence on the later of (a) the first regularly scheduled payroll date occurring after Executive’s 's Release becomes effective, and (b) the first regularly scheduled payroll date occurring in the subsequent calendar year. The 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 and his spouse and children are eligible to continue their coverage under the Company’s 's group health plans pursuant to Section 4980B 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, a termination of employment pursuant to Section 4.01(a) by notice of non-renewal by the Company for any reason other than Cause, shall be deemed a termination of employment by the Company without Cause for purposes of this Section 5.02.

Termination by the Company Without Cause or by the Executive for Good Reason. If Executive’s employment and this Employment Agreement are terminated by the Company without Cause or 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 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 sum greater of two the Base Salary payable to Executive for the remainder of the Employment Term or one year’s Base Salary 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 (1) 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 (1) year following the Termination Date (in the case of unvested restricted stock or unvested restricted stock units subject to “cliff” vesting, the number of 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 the performance period to the Termination Date, as a percentage of the total performance period); and (viv) 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 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 7.02 so that Executive is made whole on an after-tax basistax) for a period of the lesser of 24 months following the Termination Date (or the date until Executive receives similar or comparable coverage from a new employer); provided, however, that the Company may unilaterally amend the foregoing clause (viv) 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 continued compliance with Section 11.0 (Return of Property), 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 made in bi-weekly installments, in accordance with the regular payroll practices and procedures of the Company commencing on the first regularly scheduled payroll date occurring after Executive’s Release becomes effective; provided, however, that if the period during which Executive can consider and revoke the Release begins in one calendar year and ends in the subsequent calendar year, then payment of the Severance Payment shall commence on the later of (a) the first regularly scheduled payroll date occurring after Executive’s Release becomes effective, and (b) the first regularly scheduled payroll date occurring in the subsequent calendar year. The 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 and his spouse and children are eligible to continue their coverage under the Company’s group health plans pursuant to Section 4980B 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, a termination of employment pursuant to Section 4.01(a) by notice of non-renewal by the Company for any reason other than Cause, shall be deemed a termination of employment by the Company without Cause for purposes of this Section 5.02.

Termination by the Company Without Cause or by the Executive for Good Reason. If The Company may terminate Executive’s employment and this Employment Agreement are terminated by the Company without Cause or 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 shall be entitled to receive the following: (i) an amount equal to the sum of two year’s Base Salary 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 the case of unvested restricted stock or unvested restricted stock units subject to “cliff” vesting, the number of 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 the performance period to the Termination Date, as a percentage of the total performance period); and (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 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 timely execution and non-revocation of the Release (as defined in Section 7.05(f)) by providing written notice to the Executive at least forty-five (45) days prior to the effective date of termination (the “Notice Period”). During the Notice Period, Executive shall continue to perform the duties of Executive’s position and the Company shall continue to compensate Executive as set forth herein. Notwithstanding the foregoing, the Company will have the option of requiring Executive to immediately vacate the Company’s premises and cease performing Executive’s duties hereunder. If the Company so elects this option, then the Company will be obligated to compensate the Executive for the duration of the Notice Period. In the event Company terminates Executive’s employment and this Agreement without Cause (or by election not to renew for the Renewal Term pursuant to Section 1 hereof) or the Executive terminates his employment with the Company for Good Reason (as defined in Section 5(f)), the Company shall provide the Executive with the following, subject to the Executive executing a general release of all claims in a form mutually agreeable to Executive and the Company , which Executive and the Company mutually pledge to negotiate in good faith and agree to no later than July 30, 2022, that becomes final, binding and irrevocable no more than fifty-five (55) days after Executive’s termination of employment (“Release”) (i) the grant of the LTI Award for the fiscal year of termination that would have otherwise been granted by the end of the fiscal year; (ii) full vesting as of the date of termination of all the Executive’s outstanding equity-based awards of Parent (including the LTI Awards, including those referenced in clause (i)) and (iii) a one-time lump sum payment equal to five million dollars ($5,000,000) (clause (iii), the Severance Payments”). The Severance Payments shall be made within five (5) business days after the expiration of the applicable revocation period with respect to such Release; provided that if Executive’s continued compliance employment is terminated on or after November 1 of any taxable year and prior to January 1 of the following taxable year, if necessary to comply with Code Section 11.0 (Return 409A, such Severance Payment shall not be paid to Executive until the beginning of Property), Section 14.0 (Confidentiality), Section 15.0 (Work Product Assignment), the taxable year following the taxable year in which Executive’s employment is terminated but shall include all amounts that would otherwise have been paid to the Executive during the period beginning on the date of the Executive's termination and Section 16.0 (Covenant Not to Compete). Payment of ending on the Severance Payment shall be made in bi-weekly installments, in accordance with date as if no delay had been imposed. In the regular payroll practices and procedures of event the Company commencing on the first regularly scheduled payroll date occurring after Executive’s Release becomes effective; provided, however, that if the period during which Executive can consider and revoke the Release begins in one calendar year and ends in the subsequent calendar year, then payment of the Severance Payment shall commence on the later of (a) the first regularly scheduled payroll date occurring after Executive’s Release becomes effective, and (b) the first regularly scheduled payroll date occurring in the subsequent calendar year. The 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 and his spouse and children are eligible to continue their coverage under the Company’s group health plans pursuant to Section 4980B of the Code (“COBRA”) shall run simultaneously with the period specified LTI Award described in clause (ivi) (provided that nothing above cannot be granted in such clause (iv) shall be deemed compliance with Applicable Securities Laws, Executive and Parent pledge to extend such COBRA continuation period beyond the minimum period required by applicable law). For the avoidance of doubt, a termination of employment pursuant negotiate in good faith to Section 4.01(a) by notice of non-renewal by the Company for any reason other than Cause, shall be deemed a termination of employment by the Company without Cause for purposes of this Section 5.02provide Executive with economically equivalent compensation in an alternative form.