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

Termination by the Company Without Cause or Termination by Executive for Good Reason. (i) The Company shall have the right to terminate Executive’s employment at any time during the Employment Period without Cause by giving notice to Executive as described in Section 6(d). (ii) In the event that the Company terminates Executive’s employment during the Employment Period without Cause: (A) The Company shall pay or provide to Executive any Accrued Obligations; and (B) Subject to Section 6(e), the Company shall pay to Executive a cash payment in an amount equal to six (6) months of Executive’s Base Salary as of the Termination Date (as defined below), less applicable taxes and withholdings (the “Severance Payment”), payable to Executive within sixty (60) days following the date of termination; provided, however, that Executive has a duty to mitigate any Severance Payment provided under this Agreement and, accordingly, any such Severance Payment made to Executive will be offset by any and all compensation Executive may receive from other employment subsequent to his employment with the Company, thereby requiring Executive to return to the Company any portion of the Severance Payment that is offset by such compensation within thirty (30) days of receipt of the offsetting compensation; and (C) Subject to Section 6(e), effective as of the Termination Date, the vesting and exercisability of all then outstanding equity awards (excluding such portion of any equity awards (i) whose vesting is based on performance-based criteria and (ii) that is intended to constitute “qualified performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) (other than options granted at fair market value) (each, a “Performance-Based Award”)) held by Executive shall accelerate in full. The time-based vesting and exercisability (if any) of all Performance-Based Awards held by Executive shall accelerate effective as of the Termination Date. Any Performance-Based Award shall become vested and exercisable only if the applicable performance-based criteria are satisfied at the end of the applicable period relating to such award, at which time such Performance-Based Award shall become vested and exercisable on a pro-rated basis by multiplying such Performance-Based Award by a fraction, the numerator of which is the number of full months Executive was employed by the Company during the applicable performance period, and the denominator of which is the total number of months in such performance period. The term of any option that is treated as a Performance-Based Award shall include any period referred to in the preceding sentence during which the option shall not be terminated. Any Performance-Based Award for which the performance criteria are not satisfied within the applicable performance period shall terminate at the end of such period. (iii) Subject to Section 6(e), in the event Executive terminates Executive’s employment for Good Reason (as defined below), and upon giving notice to the Company as described in Section 6(d), Executive shall be entitled to any Accrued Obligations and three (3) months of Executive’s Base Salary as of the Termination Date, less applicable taxes and withholdings (also the “Severance Payment”), to be paid within sixty (60) days following the date of termination.

Termination by the Company Without Cause or Termination by Executive for Good Reason. If the Executive’s employment under this Agreement is terminated prior to the end of the Term by the Company without Cause or by the Executive for Good Reason, the Executive will be entitled to receive the following: (i) The Company shall have the right to terminate Executive’s employment at any time during the Employment Period without Cause by giving notice to Executive as described in Section 6(d).Accrued Compensation; (ii) In Severance equal to two times the event that the Company terminates Executive’s employment during the Employment Period without Cause: sum of (A) The Company shall pay or provide to the Executive’s Base Salary in effect at the time his employment terminates and (B) the annual bonus, if any, earned by the Executive for the year preceding the year of termination, or, if greater, the target bonus, if any, for the year of termination (collectively, “Severance Payment”); (iii) Accelerated vesting of the unvested portion of any Accrued Obligationsoutstanding annual stock grant; (iv) Accelerated vesting of the unvested portion of any outstanding additional option awards during the Term; and (v) The amount of COBRA premiums for his and his family’s coverage, if any, under the Company’s medical and dental plans, in effect from time to time, and shall continue to cover the Executive under the Company’s life insurance program, if any. The Executive shall be eligible to receive such medical reimbursement and life insurance coverage until the earliest of: (A) the eighteen-month anniversary of the Termination Date; (B) Subject the date the Executive is no longer eligible to receive COBRA continuation coverage; and (C) the date on which the Executive receives or becomes eligible to receive substantially similar coverage from another employer. Notwithstanding the foregoing, if the Company’s making payments under this Section 6(e4(B)(v) would violate the nondiscrimination rules applicable to non-grandfathered plans, or result in the imposition of penalties under the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (“PPACA”), the Company parties agree to reform this Section 4(B)(v) in a manner as is necessary to comply with the PPACA. Any compensation payable pursuant to clause (i), (iii) and (iv) of this paragraph (B) shall pay be paid promptly after the Termination Date. Any amounts payable pursuant to clause (ii) and (v) of this paragraph (B) shall be paid ratably for a period of twenty-four (24) months following termination of employment as if it were salary, payable in accordance with the Company’s normal payroll practices, provided, however, that the initial installment will begin on the 60th day following the Termination Date and will include the payments that would otherwise have been made during such sixty (60) day period; provided that, to the extent necessary to prevent the Executive a cash payment in an amount equal from being subject to adverse tax consequences under Section 409A of the Internal Revenue Code and the regulations promulgated thereunder (“Section 409A”), the first six (6) months of Executive’s Base Salary as of the Termination Date (as defined below), less applicable taxes and withholdings (the “Severance Payment”), payable to Executive within sixty (60) days following the date of termination; provided, however, that Executive has a duty to mitigate any continued Severance Payment provided under this Agreement andshall not be paid until, accordinglyand shall be paid in a single sum payment on, any such Severance Payment made to Executive will be offset by any and all compensation Executive may receive from other employment subsequent to his employment with the Company, thereby requiring Executive to return to first day after the Company any portion of the Severance Payment that is offset by such compensation within thirty six (306) days of receipt of the offsetting compensation; and (C) Subject to Section 6(e), effective as month anniversary of the Termination Date, with the vesting and exercisability of all then outstanding equity awards (excluding such portion of any equity awards (i) whose vesting is based remaining monthly payments to begin on performance-based criteria and (ii) that is intended to constitute “qualified performance-based compensation” within the meaning of Section 162(m) first day of the Internal Revenue Code of 1986, as amended (the “Code”) (other than options granted at fair market value) (each, a “Performance-Based Award”)) held by Executive shall accelerate in full. The time-based vesting and exercisability (if any) of all Performance-Based Awards held by Executive shall accelerate effective as of seventh month following the Termination Date. Any Performance-Based Award shall become vested and exercisable only if the applicable performance-based criteria are satisfied at At the end of the applicable period relating to such award, at during which time such Performance-Based Award shall become vested the Company is paying the Executive’s premiums for medical and exercisable on a pro-rated basis by multiplying such Performance-Based Award by a fractiondental coverage, the numerator Executive and any eligible family members may elect COBRA continuation coverage at his own expense for the remainder, if any, of which is the number of full months Executive was employed required COBRA period. For the purposes hereof, if the Company elects not to extend the Term pursuant to Section 1 above, the Executive’s employment will be deemed to have been terminated by the Company during the applicable performance periodwithout Cause. In order to receive any payments or benefits under clauses (ii), and the denominator of which is the total number of months in such performance period. The term of any option that is treated as a Performance-Based Award shall include any period referred to in the preceding sentence during which the option shall not be terminated. Any Performance-Based Award for which the performance criteria are not satisfied within the applicable performance period shall terminate at the end of such period. (iii) Subject to Section 6(e), in the event Executive terminates Executive’s employment for Good Reason (as defined belowiv) and (v) of this paragraph (B), the Executive must execute and upon giving notice deliver to the Company as described a release provided by the Company in Section 6(d), Executive shall be entitled to any Accrued Obligations substantially the form of Exhibit A annexed hereto and three (3) months of Executive’s Base Salary as such release must become irrevocable on or before the 60th day following the Termination Date. As of the Termination Date, less applicable taxes and withholdings (also except as set forth herein, the “Severance Payment”), Executive shall not be entitled to be paid within sixty (60) days following any further payments or benefits from the date of terminationCompany.

Termination by the Company Without Cause or Termination by Executive for Good Reason. (i) The Company shall have the right to terminate If Executive’s employment at any time during is terminated by the Employment Period Company without Cause (and not due to death or Disability), or by giving notice Executive for Good Reason, subject to Section 5.6 hereof, Executive as described in Section 6(d). (ii) In the event that the Company terminates Executive’s employment during the Employment Period without Causeshall be entitled to: (Aa) The Company shall pay as soon as reasonably practicable following such termination, payment of Executive’s accrued and unpaid Base Salary and reimbursement of expenses under Section 6 hereof in each case accrued through the date of termination, and all other accrued and vested amounts or provide benefits due to Executive in accordance the Company’s benefit and compensation plans (other than any compensation or benefits under any severance plans) (collectively, the “Accrued Obligations; andCompensation”); (Bb) Subject subject to Section 6(e)12.7(b) hereof, the Company shall pay to Executive a cash payment in an amount in cash equal to six (6) months of Executive’s Base Salary (as in effect as of the Termination Date (as defined belowhis last day of employment), less applicable taxes and withholdings which shall be payable in substantially equal installments (the “Severance PaymentAmount”) at the same time Base Salary would be paid over the six (6) month period (the “Severance Period”) following termination if Executive had remained employed with the Company; and further provided, that if Executive’s review and revocation period for the release of claims as provided in Exhibit A (the “General Release”) hereof spans two of Executive’s taxable years, the first payment shall be made on the first regularly scheduled payroll date of the later taxable year following the effective date of the General Release and shall include all amounts accrued prior thereto; (c) if Executive is eligible for and elects to enroll in “COBRA” type continuation coverage of Executive’s health benefits under the Company’s group health plan, for the Severance Period (“COBRA Payment Period”) the Company will pay Executive on a monthly basis a taxable amount equal to the full monthly premium (just the Company portion), payable to for the corresponding active employee coverage type (e.g., single, single plus one, family) under the Company’s group health plan that was in effect for Executive within sixty (60) days following on the date of terminationtermination date, less applicable tax withholdings; provided, however, that Executive has a duty the Company’s obligation to mitigate any Severance Payment provided under this Agreement and, accordingly, any such Severance Payment made make these monthly taxable COBRA premium payments to Executive will be offset by any and all compensation Executive may receive from other employment subsequent to his employment with hereunder shall cease on the Company, thereby requiring Executive to return to the Company any portion of the Severance Payment that is offset by such compensation within thirty (30) days of receipt of the offsetting compensation; and (C) Subject to Section 6(e), effective as of the Termination Date, the vesting and exercisability of all then outstanding equity awards (excluding such portion of any equity awards earlier of: (i) whose vesting is based the date on performance-based criteria which Executive first becomes eligible for coverage under any group health plan made available by another employer (and Executive shall notify the Company in writing promptly, but within 10 days, after becoming eligible for any such benefits); and (ii) the date on which Executive’s COBRA continuation coverage under the Company’s group health plan ends on account of Executive’s election to terminate such coverage; notwithstanding the foregoing, if the Company determines, in its sole discretion, that is intended to constitute “qualified performance-based compensation” within the meaning payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 162(m105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) or any statute or regulation of similar effect (other than options granted at fair market value) (eachincluding but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company, in its sole discretion, may elect to instead pay Executive on the first day of each month of the COBRA Payment Period, a “Performance-Based Award”)) held by Executive shall accelerate in full. The time-based vesting and exercisability fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (if any) of all Performance-Based Awards held by Executive shall accelerate effective as of the Termination Date. Any Performance-Based Award shall become vested and exercisable only if the applicable performance-based criteria are satisfied at the end of the applicable period relating to such award, at which time such Performance-Based Award shall become vested and exercisable on a pro-rated basis by multiplying such Performance-Based Award by a fractionamount, the numerator of which is the number of full months Executive was employed by the Company during the applicable performance period, and the denominator of which is the total number of months in such performance period. The term of any option that is treated as a Performance-Based Award shall include any period referred to in the preceding sentence during which the option shall not be terminated. Any Performance-Based Award for which the performance criteria are not satisfied within the applicable performance period shall terminate at the end of such period. (iii) Subject to Section 6(e), in the event Executive terminates Executive’s employment for Good Reason (as defined below), and upon giving notice to the Company as described in Section 6(d), Executive shall be entitled to any Accrued Obligations and three (3) months of Executive’s Base Salary as of the Termination Date, less applicable taxes and withholdings (also the “Special Severance Payment”), for the remainder of the COBRA Payment Period (Executive may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA premiums); and (d) a lump sum payment equal to the amount of any Annual Bonus earned with respect to the Company’s fiscal year ending on or prior to the date of such termination, but unpaid as of such date, payable at the same time in the year of termination as such payment would be made if Executive continued to be paid within sixty (60) employed by the Company, but in no event later than 60 days following the date end of terminationthe fiscal year in which the termination occurs.

Termination by the Company Without Cause or Termination by Executive for Good Reason. (i) The Company shall have the right to terminate Executive’s employment at any time during the Employment Period without Cause by giving notice to Executive as described in Section 6(d). (ii) In the event that the Company terminates Executive’s employment during the Employment Period without Cause: (A) The Company shall pay or provide to Executive any Accrued Obligations; and (B) Subject to Section 6(e), the Company shall pay to Executive a cash payment in an amount equal to six (6) months of Executive’s Base Salary as of the Termination Date (as defined below), less applicable taxes and withholdings (the “Severance Payment”), payable to Executive within sixty (60) days following the date of termination; provided, however, that Executive has a duty to mitigate any Severance Payment provided under this Agreement and, accordingly, any such Severance Payment made to Executive will be offset by any and all compensation Executive may receive from other employment subsequent to his her employment with the Company, thereby requiring Executive to return to the Company any portion of the Severance Payment that is offset by such compensation within thirty (30) days of receipt of the offsetting compensation; and (C) Subject to Section 6(e), effective as of the Termination Date, the vesting and exercisability of all then outstanding equity awards (excluding such portion of any equity awards (i) whose vesting is based on performance-based criteria and (ii) that is intended to constitute “qualified performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) (other than options granted at fair market value) (each, a “Performance-Based Award”)) held by Executive shall accelerate in full. The time-based vesting and exercisability (if any) of all Performance-Based Awards held by Executive shall accelerate effective as of the Termination Date. Any Performance-Based Award shall become vested and exercisable only if the applicable performance-based criteria are satisfied at the end of the applicable period relating to such award, at which time such Performance-Based Award shall become vested and exercisable on a pro-rated basis by multiplying such Performance-Based Award by a fraction, the numerator of which is the number of full months Executive was employed by the Company during the applicable performance period, and the denominator of which is the total number of months in such performance period. The term of any option that is treated as a Performance-Based Award shall include any period referred to in the preceding sentence during which the option shall not be terminated. Any Performance-Based Award for which the performance criteria are not satisfied within the applicable performance period shall terminate at the end of such period. (iii) Subject to Section 6(e), in the event Executive terminates Executive’s employment for Good Reason (as defined below), and upon giving notice to the Company as described in Section 6(d), Executive shall be entitled to any Accrued Obligations and three (3) months of Executive’s Base Salary as of the Termination Date, less applicable taxes and withholdings (also the “Severance Payment”), to be paid within sixty (60) days following the date of termination.

Termination by the Company Without Cause or Termination by Executive for Good Reason. If the Executive’s employment under this Agreement is terminated prior to the end of the Term by the Company without Cause or by the Executive for Good Reason, the Executive will be entitled to receive the following: (i) The Company shall have Base Salary earned through the right to terminate Executive’s employment at any time during the Employment Period without Cause by giving notice to Executive as described in Section 6(d).Termination Date; (ii) In the event that the Company terminates Executive’s employment during the Employment Period without Cause:ICBP Amounts earned for any prior completed calendar year and not yet paid; (Aiii) The Company shall pay or provide to Executive any the Accrued Obligations; andCompensation; (Biv) Subject Base Salary at the rate in effect at the Termination Date (determined without regard to any reduction that may then be in effect pursuant to Section 6(e), 3(A) above) for a period of nine months after the Company shall pay to Executive a cash payment in Termination Date; (v) an amount equal to six (6) months the ICBP Amount which would have been earned by the Executive for the year of termination if the Executive’s Base Salary as of the Termination Date (as defined below), less applicable taxes and withholdings (the “Severance Payment”), payable to Executive within sixty (60) days following the date of termination; provided, however, that Executive has a duty to mitigate any Severance Payment provided under this Agreement and, accordingly, any such Severance Payment made to Executive will be offset by any and all compensation Executive may receive from other employment subsequent to his employment with the Company, thereby requiring Executive to return to the Company any portion of the Severance Payment that is offset by such compensation within thirty (30) days of receipt of the offsetting compensation; and (C) Subject to Section 6(e), effective as of the Termination Date, the vesting and exercisability of all then outstanding equity awards (excluding such portion of any equity awards (i) whose vesting is based on performance-based criteria and (ii) that is intended to constitute “qualified performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) (other than options granted at fair market value) (each, a “Performance-Based Award”)) held by Executive shall accelerate in full. The time-based vesting and exercisability (if any) of all Performance-Based Awards held by Executive shall accelerate effective as of the Termination Date. Any Performance-Based Award shall become vested and exercisable only if the applicable performance-based criteria are satisfied at had continued through the end of the applicable period relating to such awardyear based upon achievement of performance goals, at which time such Performance-Based Award shall become vested and exercisable on a pro-rated basis by multiplying such Performance-Based Award multiplied by a fraction, the numerator of which is the number of full months Executive was employed by days elapsed from the Company during beginning of the applicable performance periodyear to the Termination Date, and the denominator of which is the total number of months in such performance period. The term of any option that is treated as a Performance-Based Award shall include any period referred to days in the preceding sentence year; and (vi) the Company will pay to the Executive the amount of COBRA premiums for his and his family’s coverage to the extent that the Executive had elected such coverage under the Company’s medical and dental plans during which the option nine months following the Termination Date and shall continue to cover the Executive under the Company’s life insurance program for nine months. Any amounts payable pursuant to clause (i) of this paragraph (B) shall be paid promptly after the Termination Date; any amounts payable pursuant to clause (ii) or (v) of this paragraph (B) shall be paid within the time specified in Section 3(B); and any amounts payable pursuant to clause (iii) of this paragraph (B) shall be paid pursuant to the terms of the applicable plans or arrangements. Any amounts payable pursuant to clause (iv) of this paragraph (B) shall be paid in consecutive equal monthly payments commencing on the first day of the month following the Termination Date; provided that, if and to the extent necessary to prevent the Executive from being subject to adverse tax consequences under Section 409A of the Internal Revenue Code (“Section 409A”), the first six months of the continued Base Salary payments shall not be terminated. Any Performance-Based Award for which the performance criteria are not satisfied within the applicable performance period shall terminate at the end of such period. (iii) Subject to Section 6(e), in the event Executive terminates Executive’s employment for Good Reason (as defined below)paid until, and upon giving notice to the Company as described in Section 6(d), Executive shall be entitled to any Accrued Obligations and three (3) months of Executive’s Base Salary as paid in a single sum payment on, the first day after the six month anniversary of the Termination Date, less applicable taxes with the remaining monthly payments to begin on the first day of the seventh month following the Termination Date. At the end of the period during which the Company is paying the Executive’s premiums for medical and withholdings dental coverage, the Executive and any eligible family members may elect COBRA continuation coverage at his own expense for the remainder, if any, of the required COBRA period. All amounts payable under this Agreement shall be without interest if paid when due. In order to receive any payments or benefits under clauses (also the “Severance Payment”ii), (iv), (v) or (vi) of this paragraph (B) and accelerated vesting of ISOs, NQOs and SARs set forth in the following paragraph, the Executive must execute and deliver to be paid the Company a release provided by the Company in substantially the form of Exhibit A hereto which shall have become irrevocable within sixty (60) 52 days following the date Termination Date. If the Executive’s employment under this Agreement is terminated prior to the end of terminationthe Term by the Company without Cause or by the Executive for Good Reason, any unvested ISOs, NQOs and SARs (as well as any unvested additional equity awards that may be granted to the Executive) shall become immediately vested on the Termination Date and shall be exercisable for the remainder of their terms. Notwithstanding the foregoing, if the Company terminates the employment of the Executive without Cause prior to the first anniversary of the Commencement Date, the Executive will forfeit the last 250,000 Cash SARs that would have become vested if the Executive’s employment had not terminated; provided, however, that no such forfeiture shall occur if a Change of Control occurs prior to the Executive’s Termination Date or if the Executive is terminated following the commencement of discussions leading to a Change of Control or within six months prior to the consummation of a Change of Control; it being understood that in the event of any such forfeiture, 350,000 Cash SARs, as well as the 200,000 ISOs and the 200,000 NQOs, shall be fully vested and shall be exercisable for the remainder of their terms in accordance with the first sentence of this paragraph. As of the Termination Date, except as set forth in this Agreement, the Executive shall not be entitled to any further payments or benefits from the Company.

Termination by the Company Without Cause or Termination by Executive for Good Reason. (i) The Company shall have the right to terminate Executive’s employment at any time during the Employment Period without Cause by giving notice to Executive as described in Section 6(d). (ii) In the event that the Company terminates Executive’s employment during the Employment Period without Cause: (A) The Company shall pay or provide to Executive any Accrued Obligations; and (B) Subject to Section 6(e), the Company shall pay to Executive a cash payment in an amount equal to six (6) months of Executive’s Base Salary as of the Termination Date (as defined below), less applicable taxes and withholdings (the “Severance Payment”), payable to Executive within sixty (60) days following the date of termination; provided, however, that Executive has a duty to mitigate any Severance Payment provided under this Agreement and, accordingly, any such Severance Payment made to Executive will be offset by any and all compensation Executive may receive from other employment subsequent to his employment with the Company, thereby requiring Executive to return to the Company any portion of the Severance Payment that is offset by such compensation within thirty (30) days of receipt of the offsetting compensation; and (C) Subject to Section 6(e), effective as of the Termination Date, the vesting and exercisability of all then outstanding equity awards (excluding such portion of any equity awards (i) whose vesting is based on performance-based criteria and (ii) that is intended to constitute “qualified performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) (other than options granted at fair market value) (each, a “Performance-Based Award”)) held by Executive shall accelerate in full. The time-based vesting and exercisability (if any) of all Performance-Based Awards held by Executive shall accelerate effective as of the Termination Date. Any Performance-Based Award shall become vested and exercisable only if the applicable performance-based criteria are satisfied at the end of the applicable period relating to such award, at which time such Performance-Based Award shall become vested and exercisable on a pro-rated basis by multiplying such Performance-Based Award by a fraction, the numerator of which is the number of full months Executive was employed by the Company during the applicable performance period, and the denominator of which is the total number of months in such performance period. The term of any option that is treated as a Performance-Based Award shall include any period referred to in the preceding sentence during which the option shall not be terminated. Any Performance-Based Award for which the performance criteria are not satisfied within the applicable performance period shall terminate at the end of such period. (iii) Subject to Section 6(e), in the event Executive terminates Executive’s employment for Good Reason (as defined below), and upon giving notice to the Company as described in Section 6(d), Executive shall be entitled to any Accrued Obligations and three (3) months of Executive’s Base Salary as of the Termination Date, less applicable taxes and withholdings (also the “Severance Payment”), to be paid within sixty (60) days following the date of termination.

Termination by the Company Without Cause or Termination by Executive for Good Reason. If the Company terminates the employment of Executive prior to the end of the then applicable Term of this Agreement for any reason other than for Cause, or if Executive terminates his employment with the Company for Good Reason prior to the end of the Term of this Agreement, Executive shall be entitled to: (i) The Company shall have the right to terminate Executive’s employment at Base Salary and any time during the Employment Period without Cause by giving notice other accrued compensation or vested benefits owed to Executive as described in Section 6(d). (ii) In the event that the Company terminates Executive’s employment during the Employment Period without Cause: (A) The Company shall pay or provide to Executive any Accrued Obligations; and (B) Subject to Section 6(e), the Company shall pay to Executive a cash payment in an amount equal to six (6) months of Executive’s Base Salary as of the Termination Date (for the avoidance of doubt, this amount does not include the yet to be earned Base Salary that Executive would have earned had his employment not terminated prior to the expiration of the then applicable Term); (ii) cash payments equal to one and a half (1.5) times the sum of (x) Executive’s then-current Base Salary, and (y) average annual bonus during the prior two calendar years under the AIP (or such shorter period, as defined belowapplicable), less subject to applicable taxes and withholdings withholdings; (iii) reimbursement for expenses incurred by Executive through the “Severance Payment”)Termination Date that are reimbursable pursuant to Section 4.03; (iv) if the Termination Date occurs after December 31 of a performance year under the AIP but before any bonus for such performance year has been paid, such unpaid bonus under the AIP, to the extent earned, payable in a lump sum, subject to Executive within sixty applicable taxes and withholdings, at the time bonuses are paid under the AIP; (60v) days following the date of termination; provided, however, that Executive has a duty to mitigate any Severance Payment provided under this Agreement and, accordingly, any such Severance Payment made to Executive will be offset if approved by any and all compensation Executive may receive from other employment subsequent to his employment with the Company, thereby requiring Executive to return a payment equal to the Company any portion product of (x) the Severance Payment that is offset by such compensation within thirty (30) days of receipt of target bonus under the offsetting compensation; and (C) Subject to Section 6(e), effective as of AIP for the performance year in which the Termination Date, the vesting and exercisability of all then outstanding equity awards (excluding such portion of any equity awards (i) whose vesting is based on performance-based criteria Date occurs and (iiy) that is intended to constitute “qualified performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) (other than options granted at fair market value) (each, a “Performance-Based Award”)) held by Executive shall accelerate in full. The time-based vesting and exercisability (if any) of all Performance-Based Awards held by Executive shall accelerate effective as of the Termination Date. Any Performance-Based Award shall become vested and exercisable only if the applicable performance-based criteria are satisfied at the end of the applicable period relating to such award, at which time such Performance-Based Award shall become vested and exercisable on a pro-rated basis by multiplying such Performance-Based Award by a fraction, the numerator of which is the number of full months days Executive was employed by the Company during the applicable performance period, year of termination and the denominator of which is 365, payable in a lump sum, subject to applicable taxes and withholdings, on the total number of months in such performance period. The term of any option that is treated as a Performance-Based Award shall include any period referred to sixtieth (60th) day following the Termination Date; and _________________________ 1 All capitalized terms not defined herein are defined in the preceding sentence during which the option shall not be terminated. Any Performance-Based Award for which the performance criteria are not satisfied within the applicable performance period shall terminate at the end of such periodEmployment Agreement. (iiivi) Subject to Section 6(eif Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), in the event Company shall reimburse Executive terminates Executive’s employment for Good Reason (as defined below), the monthly COBRA premium paid by Executive for himself and upon giving notice his dependents. Such reimbursement shall be paid to the Company as described Executive on or before the 15th day of the month immediately following the month in Section 6(d), which Executive timely remits the premium payment. Executive shall be entitled eligible to any Accrued Obligations and three receive such reimbursement until the earlier of: (3A) months of Executive’s Base Salary as the eighteen (18)-month anniversary of the Termination Date; or (B) the date Executive is no longer eligible to receive COBRA continuation coverage. For the avoidance of doubt, less applicable payments due to the Executive under (i), (iii) (iv) and (v) immediately above will be paid to Executive, if at all, on or before the sixtieth (60th) day following the Termination Date. Payments due to the Executive under (ii) immediately above will be paid to Executive in thirty-six (36) semi-monthly payments (subject to customary withholding taxes and withholdings other employment taxes as required) to begin on the 15th day of the first calendar month after the effective date of the Company’s release agreement (also as referenced in Section 5.06, provided such release is not timely revoked). Such payments will be made pursuant to Schedule A attached hereto. Pursuant to Section 9.04(c) Company and Executive understand and agree that Executive is a “specified employee” within the “Severance Payment”)meaning of Code Section 409A. As such, if any portion of the payments to be received under (ii) immediately above are determined to be a “deferral of compensation” within the meaning of Code Section 409A, then such payment shall be delayed and paid within sixty to the Executive in installment payments which shall begin on the earlier of (60x) days following the date which is six (6) months and one (1) day after Executive’s separation from service (as such term is defined in Code Section 409A) for any reason other than death, and (y) the date of termination.Executive’s death. Prior to the date the Executive, as a “specified employee,” may receive a “deferral of compensation” within the meaning of Code Section 409A, his semi-monthly payments shall consist solely of amounts that are determined not to be “deferrals of compensation” within the meaning of Code Section 409A.

Termination by the Company Without Cause or Termination by Executive for Good Reason. If the Executive’s employment under this Agreement is terminated by the Company without Cause or by the Executive for Good Reason, the Executive shall be entitled to receive the following: (i) The Company shall have Base Salary earned through the right to terminate Executive’s employment at any time during the Employment Period without Cause by giving notice to Executive as described in Section 6(d).Termination Date; (ii) In Bonus amounts earned for any prior year or period and not yet paid; (iii) Base Salary at the event that rate in effect at the Company terminates ExecutiveTermination Date for a period of six months after the Termination Date; (iv) Coverage under the Company’s employment life insurance programs (including the life insurance coverage set forth in Section 2(E)) during the Employment Period without Cause:six months following the Termination Date; (Av) The Company shall pay or provide to Executive any Accrued ObligationsCoverage under the Company’s medical, and dental if any, programs during the twelve month period following the Termination Date; and (Bvi) Subject to Section 6(e), If the Company shall pay to Executive a cash payment in an amount equal to six (6) months of terminates the Executive’s Base Salary as of employment without Cause, but not if the Executive terminates his employment for Good Reason, a bonus for the year in which the Termination Date occurs based on actual performance for the year but prorated for the period of the Executive’s employment through the Termination Date. Any amounts payable pursuant to clause (as defined belowi) of this paragraph (B) shall be paid promptly after the Termination Date; any amounts payable pursuant to clauses (ii) or (vi) of this paragraph (B) shall be paid within the time specified in Section 2(B), less applicable taxes and withholdings ; any amounts payable under clause (iii) of this paragraph (B) shall be paid commencing on the “Severance Payment”), payable to Executive within sixty (60) days first day of the month following the date Termination Date and payable on the first day of terminationeach of the next five months thereafter; provided, however, that any payment(s) that would be made under such schedule after March 15 of the year following the Termination Date shall instead be paid on March 1 of the year following the Termination Date; coverage under clause (iv) of this paragraph (B) shall continue for six months following the Termination Date; and coverage under clause (v) of this paragraph (B) shall continue for twelve months following the Termination Date. Notwithstanding the foregoing, if necessary to prevent the Executive has from being subject to adverse tax consequences under Section 409A of the Internal Revenue Code, the amounts payable pursuant to clause (iii) of this paragraph (B) shall not be paid until, and shall be paid in a duty single sum payment on, the first day after the six month anniversary of the Termination Date and the amount payable pursuant to mitigate clause (vi) shall be paid in a single sum payment on the later of the first day after the six month anniversary of the Termination Date or the date that the bonus would be paid in accordance with its terms. In order to receive any Severance Payment payments or benefits under Sections 3(B)(iii), (iv) or (v) and Sections 3(E) and 3(F)of this Agreement and the accelerated vesting of stock options and restricted stock set forth in the following paragraph, the Executive must execute and deliver to the Company a release provided by the Company in substantially the form of Exhibit A hereto. At the end of the twelve month period during which medical, and dental if any, coverage continues under clause (v) above of this paragraph (B), Executive may elect COBRA continuation medical coverage at his own expense. All amounts payable under this Agreement andshall be without interest if paid when due. If the Executive’s employment under this Agreement is terminated by the Company without Cause or by the Executive for Good Reason, accordingly, any such Severance Payment made to Executive will be offset by any and all compensation Executive may receive from other employment subsequent to his employment with the 220,000 shares of the Company, thereby requiring Executive to return ’s stock covered by stock options and the 85,000 shares of restricted stock specified in Section 2(C) shall become immediately vested and nonforfeitable on the Termination Date to the Company any portion same extent as if the Executive had completed an additional two years of service after the Termination Date and such stock options shall remain exercisable for 90 days following the Termination Date or until the expiration date of the Severance Payment that option in accordance with its terms, whichever is offset by such compensation within thirty (30) days of receipt of the offsetting compensation; and (C) Subject to Section 6(e), effective as earlier. As of the Termination Date, except as set forth above, the vesting and exercisability rights of all then outstanding equity awards (excluding such portion the Executive to the accrual, payment and/or receipt of any equity awards (i) whose vesting is based on performance-based criteria and (ii) that is intended to constitute “qualified performance-based compensation” within the meaning other compensation or benefits described under Section 2 of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) (other than options granted at fair market value) (each, a “Performance-Based Award”)) held by Executive this Agreement shall accelerate in full. The time-based vesting and exercisability (if any) of all Performance-Based Awards held by Executive shall accelerate effective as of the Termination Date. Any Performance-Based Award shall become vested and exercisable only if the applicable performance-based criteria are satisfied at the end of the applicable period relating to such award, at which time such Performance-Based Award shall become vested and exercisable on a pro-rated basis by multiplying such Performance-Based Award by a fraction, the numerator of which is the number of full months Executive was employed by the Company during the applicable performance period, and the denominator of which is the total number of months in such performance period. The term of any option that is treated as a Performance-Based Award shall include any period referred to in the preceding sentence during which the option shall not be terminated. Any Performance-Based Award for which the performance criteria are not satisfied within the applicable performance period shall terminate at the end of such periodimmediately cease. (iii) Subject to Section 6(e), in the event Executive terminates Executive’s employment for Good Reason (as defined below), and upon giving notice to the Company as described in Section 6(d), Executive shall be entitled to any Accrued Obligations and three (3) months of Executive’s Base Salary as of the Termination Date, less applicable taxes and withholdings (also the “Severance Payment”), to be paid within sixty (60) days following the date of termination.

Termination by the Company Without Cause or Termination by Executive for Good Reason. If the Company terminates the employment of Executive prior to the end of the then applicable Term of this Agreement for any reason other than for Cause, or if Executive terminates his employment with the Company for Good Reason prior to the end of the Term of this Agreement, Executive shall be entitled to (i) The Company shall have the right to terminate Executive’s employment at Base Salary and any time during the Employment Period without Cause by giving notice other accrued compensation or vested benefits owed to Executive as described in Section 6(d). (ii) In the event that the Company terminates Executive’s employment during the Employment Period without Cause: (A) The Company shall pay or provide to Executive any Accrued Obligations; and (B) Subject to Section 6(e), the Company shall pay to Executive a cash payment in an amount equal to six (6) months of Executive’s Base Salary as of the Termination Date (for the avoidance of doubt, this amount does not include the yet to be earned Base Salary that Executive would have earned had his employment not terminated prior to the expiration of the then applicable Term); (ii) a lump sum cash payment equal to two (2) times the sum of (x) Executive’s then-current Base Salary, and (y) average annual bonus during the prior two calendar years under the AIP (or such shorter period, as defined belowapplicable), less subject to applicable taxes and withholdings and payable on the sixtieth (the “Severance Payment”), payable to Executive within sixty (6060th) days day following the date of termination; provided, however, that Executive has a duty to mitigate any Severance Payment provided under this Agreement and, accordingly, any such Severance Payment made to Executive will be offset by any and all compensation Executive may receive from other employment subsequent to his employment with the Company, thereby requiring Executive to return to the Company any portion of the Severance Payment that is offset by such compensation within thirty (30) days of receipt of the offsetting compensation; and (C) Subject to Section 6(e), effective as of the Termination Date; (iii) reimbursement for expenses incurred by Executive through the Termination Date that are reimbursable pursuant to Section 4.03; (iv) if the Termination Date occurs after December 31 of a performance year under the AIP but before any bonus for such performance year has been paid, such unpaid bonus under the vesting AIP, to the extent earned, payable in a lump sum, subject to applicable taxes and exercisability of all then outstanding equity awards (excluding such portion of any equity awards (i) whose vesting is based on performance-based criteria withholdings, at the time bonuses are paid under the AIP; and (iiv) that is intended a payment equal to constitute “qualified performance-based compensation” within the meaning product of Section 162(m(x) of the Internal Revenue Code of 1986, as amended (target bonus under the “Code”) (other than options granted at fair market value) (each, a “Performance-Based Award”)) held by Executive shall accelerate AIP for the performance year in full. The time-based vesting and exercisability (if any) of all Performance-Based Awards held by Executive shall accelerate effective as of which the Termination Date. Any Performance-Based Award shall become vested Date occurs and exercisable only if the applicable performance-based criteria are satisfied at the end of the applicable period relating to such award, at which time such Performance-Based Award shall become vested and exercisable on a pro-rated basis by multiplying such Performance-Based Award by (y) a fraction, the numerator of which is the number of full months days Executive was employed by the Company during the applicable performance period, year of termination and the denominator of which is 365, payable in a lump sum, subject to applicable taxes and withholdings, on the total number sixtieth (60th) day following the Termination Date. In addition, if Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of months 1985 (“COBRA”), the Company shall reimburse Executive for the monthly COBRA premium paid by Executive for himself and his dependents. Such reimbursement shall be paid to the Executive on or before the 15th day of the month immediately following the month in which Executive timely remits the premium payment. Executive shall be eligible to receive such performance periodreimbursement until the earlier of: (A) the end of the 18-month period following the Termination Date; or (B) the date Executive is no longer eligible to receive COBRA continuation coverage. Further, if and to the extent Executive and/or his qualified beneficiaries are receiving COBRA continuation coverage under the Company’s group medical plan as of the last day of the 18-month period described above, for an additional six month period the Company shall (I) continue such group medical coverage for Executive and/or his qualified beneficiaries under the Company’s group medical plan under the same terms and conditions described in this Section 5.05(c), to the extent permitted under the terms of such plan or related insurance contracts and service agreements, or (II) provide Executive with a monthly cash payment equal to the monthly COBRA premium that would be paid by Executive for himself and his dependents under the Company’s group medical plan, less applicable tax withholdings. The term decision of any option that is treated as a Performance-Based Award shall include any period referred the method of providing coverage to in Executive pursuant to the preceding sentence during which the option shall not will be terminated. Any Performance-Based Award for which the performance criteria are not satisfied within the applicable performance period shall terminate at the end of such period. (iii) Subject to Section 6(e), in the event Executive terminates Executive’s employment for Good Reason (as defined below), and upon giving notice to the Company as described in Section 6(d), Executive shall be entitled to any Accrued Obligations and three (3) months of Executive’s Base Salary as of the Termination Date, less applicable taxes and withholdings (also the “Severance Payment”), to be paid within sixty (60) days following the date of terminationCompany's sole discretion.