Common use of Termination by the Company without Cause; Termination by the Executive for Good Reason Clause in Contracts

Termination by the Company without Cause; Termination by the Executive for Good Reason. If (i) the Executive's employment is terminated by the Company during the Term without Cause, or (ii) the Executive resigns for Good Reason, then, in addition to the Accrued Amounts, the Executive shall be entitled to the following payments and benefits: (x) a lump-sum payment equal to one times the sum of (A) Base Salary and (B) target Annual Bonus for the year of termination and (y) the Pro Rata Annual Bonus. In the event that during the period of time after which the Company has given notice that it will not renew the Agreement, the Company terminates the Executive's employment without Cause or the Executive terminates the Agreement for Good Reason, he shall receive the full amount set forth in this paragraph, provided that the amount payable pursuant to clause (x) shall be reduced by any amount paid in lieu of notice. Any amounts payable under this Section shall be paid within thirty (30) days after the date of the Executive's date of termination and the payment described in clause (y) shall be paid as promptly as practicable after the applicable year end audit is complete but in no event later than 120 days following the end of the Performance Period. The Executive is also entitled to the continuation on the same terms as an active employee of medical benefits that the Executive would otherwise be eligible to receive as an active employee of the Company for twelve (12) months or, if sooner, until such time as the Executive becomes eligible for substantially equivalent or greater medical benefits from a subsequent employer without exclusion of any pre-existing condition. It is agreed that the continuation of benefits provided hereunder following any termination of employment shall be in satisfaction of the Company's obligation to provide continuation coverage under COBRA. All of the payments and benefits provided in this Section 3.3 shall be subject to the execution of the Waiver and Release of Claims attached hereto as Appendix D within thirty (30) days after the Executive's date of termination.

Termination by the Company without Cause; Termination by the Executive for Good Reason. If (i) In the Event that the Executive's employment is terminated by the Company during the Term without Cause, Cause pursuant to Paragraph 5(d) or (ii) by the Executive resigns for Good Reason, then, in addition Reason pursuant to the Accrued Amounts, the Executive shall be entitled to the following payments and benefits: (x) a lump-sum payment equal to one times the sum of (A) Base Salary and (B) target Annual Bonus for the year of termination and (y) the Pro Rata Annual Bonus. In the event that during the period of time after which the Company has given notice that it will not renew the AgreementParagraph 5(e), the Company terminates shall pay the following amounts to the Executive: i. Any accrued but unpaid Base Salary (as determined pursuant to Paragraph 3) for services rendered to the date of termination; ii. Such bonus as may reasonably be determined by the Company based upon the Executive's employment without Cause or performance through the Executive terminates the Agreement for Good Reason, he shall receive the full amount set forth in this paragraph, provided that the amount payable date of termination; iii. Any accrued but unpaid expenses required to be reimbursed pursuant to clause (x) shall be reduced by any amount paid in lieu of noticeParagraph 4; iv. Any amounts payable vacation accrued to the date of termination; and v. Continued payment of the Base Salary (as determined under this Section shall be paid within thirty Paragraph 3) until the earlier of (30a) days thirty-six (36) months after the date of termination, or (b) the Executiveexpiration of the Term. Such payments shall be made in accordance with the Company's standard payroll practices then in effect. The Company shall continue to provide the Executive with the benefits set forth in Paragraph 4 as if he had remained employed by the Company pursuant to this Agreement through the earlier of (a) thirty-six (36) months after the date of termination and the payment described in clause termination, or (yb) shall be paid as promptly as practicable after the applicable year end audit is complete but in no event later than 120 days following the end of the Performance Period. The Executive is also entitled Term; provided that to the continuation on extent any benefits described in Paragraph 4 cannot be provided pursuant to the same terms as an active employee of medical benefits that the Executive would otherwise be eligible to receive as an active employee of plan or program maintained by the Company for twelve its employees and/or executives, the Company shall provide such benefits outside such plan or program at no additional cost (12including without limitation tax cost) months or, if sooner, until such time as to the Executive becomes eligible for substantially equivalent or greater medical Executive. The benefits from a subsequent employer without exclusion of any pre-existing condition. It is agreed that the continuation of benefits provided hereunder following any termination of employment referred to in Paragraph 3(c) shall be determined in satisfaction accordance with the terms of the Company's obligation to provide continuation coverage under COBRA. All of the payments such plan and benefits provided in this Section 3.3 shall be subject to the execution of the Waiver and Release of Claims attached hereto as Appendix D within thirty (30) days after the Executive's date of terminationgrant thereunder.

Termination by the Company without Cause; Termination by the Executive for Good Reason. If (a) For purposes of this Agreement, “Good Reason” shall mean, unless otherwise consented to by the Executive, (i) the material reduction of the Executive's employment is terminated by the Company during the Term without Cause’s authority, duties and responsibilities, or the assignment to the Executive of duties materially inconsistent with the Executive’s position or positions with the Company; (ii) a material reduction in Annual Salary of the Executive; (iii) the relocation of the Executive’s office to more than 100 miles from Salt Lake City, Utah; or (iv) the Company’s material and willful breach of this Agreement. Notwithstanding the foregoing, (A) Good Reason shall not be deemed to exist unless notice of termination on account thereof (specifying a termination date no later than 30 days from the date of such notice) is given no later than 30 days after the time at which the event or condition purportedly giving rise to Good Reason first occurs or arises and (B) if there exists (without regard to this clause (B)) an event or condition that constitutes Good Reason, the Company shall have 30 days from the date notice of such a termination is given to cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder. (b) During the Term, the Company may terminate the Executive’s employment at any time without Cause and not pursuant to Section 4, or the Executive resigns terminates his employment with the Company for Good Reason, thenthen subject to Section 5.3 below, and in addition to the Accrued AmountsObligations, the Executive shall be entitled to the following payments and benefits: receive: (xi) a lump-lump sum cash payment equal to one two times the sum of (A) Base the Executive’s Annual Salary (as in effect on the effective date of such termination); and (B) target an amount equal to the greater of the Annual Bonus for received by the Executive in the preceding year or the average Annual Bonus received by the Executive in the three years prior to the termination; (ii) a lump sum cash payment equal to the sum of termination and (yA) the Pro Rata Annual Bonus. In cost of continuing health benefits (including any medical, vision or dental benefits), under the event that during Company’s group health plans pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) or similar state law (“COBRA”) for a period of twenty-four months, based on the COBRA cost at the time after which of termination, plus (B) an amount equal to the Company has given notice that it will not renew the Agreement, the Company terminates the Executive's employment without Cause or taxes payable by the Executive terminates on the Agreement for Good Reasonamount determined under (A), he so that on an after tax basis, Executive shall receive the full amount set forth in this paragraph, provided that the amount payable pursuant to clause (x) shall be reduced by any amount paid in lieu of notice. Any amounts payable under this Section shall be paid within thirty (30) days after the date of the Executive's date of termination and the payment described in clause (y) shall be paid as promptly as practicable after the applicable year end audit is complete but in no event later than 120 days following the end of the Performance Period. The Executive is also entitled equal to the continuation on the same terms as an active employee COBRA premiums for a period of medical benefits that the Executive would otherwise be eligible to receive as an active employee of the Company for twelve (12) twenty-four months or, if sooner, until such time as the Executive becomes eligible for substantially equivalent or greater medical benefits from a subsequent employer without exclusion of any pre-existing condition. It is agreed that the continuation of benefits provided hereunder following any after Executive’s termination of employment based on the COBRA rate in effect at the time of termination; (iii) the Executive shall vest in all outstanding unvested equity-based awards (including stock options and restricted stock) and such unvested equity-based awards shall become immediately exercisable and unrestricted and shall otherwise remain outstanding in accordance with their terms; (iv) the Executive shall become vested in any pension or other deferred compensation other than pension or deferred compensation under a plan intended to be in satisfaction qualified under Section 401(a) of the Code; (v) the Company shall provide Executive with outplacement services for a period of six months following termination of employment; and (vi) except as otherwise required under applicable law or the Company's obligation ’s benefit plans, the Executive shall have no further rights to provide continuation coverage under COBRA. All of the payments and any other compensation or benefits provided in this Section 3.3 shall be subject to the execution of the Waiver and Release of Claims attached hereto as Appendix D within thirty (30) days hereunder on or after the Executive's date termination of terminationemployment, or any other rights hereunder.

Termination by the Company without Cause; Termination by the Executive for Good Reason. If Termination at the end of a Term after the Company provides notice of Non-Renewal. (1) This Agreement may be terminated: (i) by the Executive's employment is terminated Executive for Good Reason (as defined below), (ii) by the Company during the Term without Cause, or (iiiii) at the end of a Term after the Company provides the Executive resigns with notice of non-renewal. (2) In the event this Agreement is terminated by the Executive for Good ReasonReason or by the Company without Cause, then, in addition subject to the Accrued AmountsSection (6)(c)(4) and Section 21, the Executive shall be entitled to the following payments and benefits: (x) a lump-sum payment equal to one times the sum of following: (A) Base Salary and The Accrued Amounts; (B) target any earned but unpaid Annual Bonus for any prior period and the Annual Bonus for the year of such termination, prorated to the date of termination (determined based on actual performance for such year and payable when bonuses are paid to all Company executives for such year); (yC) continued payment of the then Base Salary during the 12 month period following the date of termination (the “Severance Period”), payable in accordance with the Company’s regular payroll practices as of the date of such termination; (D) the Pro Rata Annual Bonus. Executive or the Executive’s legally appointed guardian, as the case may be, shall have up to three (3) months from the date of termination to exercise all vested stock options held by the Executive as of the date of termination, provided that in no event shall any option be exercisable beyond its term; (E) all Equity Awards, to the extent not already vested, shall become fully vested on the date of termination; and (F) any benefits (except perquisites) to which the Executive was entitled pursuant to Section 5(b) hereof shall continue to be paid or provided by the Company, as the case may be, during the Severance Period, subject to the terms of any applicable plan or insurance contract and applicable law. (3) In the event that during this Agreement is terminated at the period end of time a Term after which the Company has given notice that it will not renew the Agreement, the Company terminates the Executive's employment without Cause or provides the Executive terminates the Agreement for Good Reason, he shall receive the full amount set forth in this paragraph, provided that the amount payable pursuant to clause (x) shall be reduced by any amount paid in lieu with notice of notice. Any amounts payable under this Section shall be paid within thirty (30) days after the date of the Executive's date of termination non-renewal and the payment described in clause (y) shall be paid as promptly as practicable after the applicable year end audit is complete but in no event later than 120 days following Executive remains employed until the end of the Performance Period. The Term, subject to Section 6(c)(4) and Section 21, the Executive is also shall be entitled to the continuation following: (A) The Accrued Amounts; (B) all Equity Awards, to the extent not already vested, shall become fully vested on the same date of termination; (C) the Executive or the Executive’s legally appointed guardian, as the case may be, shall have up to three (3) months from the date of termination to exercise all vested stock options held by the Executive as of the date of termination, provided that in no event shall any option be exercisable beyond its term; and (D) any benefits (except perquisites) to which the Executive was entitled pursuant to Section 5(b) hereof shall continue to be paid or provided by the Company, as the case may be, for 12 months, subject to the terms as an active employee of medical benefits any applicable plan or insurance contract and applicable law; provided, however, that the Executive would otherwise shall only be eligible entitled to receive as an active employee the payments or benefits set forth in Section 6(c)(3)(B) and (D) if the Executive is willing and able (i) to execute a new agreement providing terms and conditions substantially similar to those in this Agreement and (ii) to continue providing such services, and therefore, the Company’s non-renewal of the Company for twelve Term will be considered an “involuntary separation from service” within the meaning of Treasury Regulation Section 1.409A-1(n). (124) months or, if sooner, until such time as the Executive becomes eligible for substantially equivalent or greater medical benefits from a subsequent employer without exclusion of any pre-existing condition. It is agreed that the continuation of benefits provided hereunder following any termination of employment shall be in satisfaction of the Company's obligation to provide continuation coverage under COBRA. All of the The payments and benefits provided in this Sections 6(c)(2)(B), (C), (E) and (F) and Section 3.3 6(c)(3)(B) and (D) shall be subject conditioned on (i) the Executive’s execution and non-revocation of a waiver and release of claims in the Company’s customary form (a “Release”) as of the Release Expiration Date, in accordance with Section 21(d), and (ii) the Executive’s continued compliance with the restrictive covenants set forth in Sections 8 and 9 of this Agreement (the “Restrictive Covenants”). Notwithstanding any other provision of this Agreement, no payments will be made or benefits provided pursuant to such sections prior to the execution date the Release becomes irrevocable in accordance with its terms or following the date the Executive first breaches any of the Waiver and Release of Claims attached hereto as Appendix D within thirty Restrictive Covenants. (305) days after The term “Good Reason” shall mean: (i) a material diminution in the Executive's date ’s authority, duties or responsibilities due to no fault of terminationthe Executive other than temporarily while the Executive is physically or mentally incapacitated or as required by applicable law; (ii) the Company requires the Executive to permanently change the Executive’s principal business office as defined in Section 3(c) to a location that is greater than 30 miles from the Principal Office, (iii) a change in the Executive’s overall compensation or bonus structure such that the Executive’s overall compensation is materially diminished; or (v) any other action or inaction that constitutes a material breach by the Company under this Agreement. Prior to the Executive terminating the Executive’s employment with the Company for Good Reason, the Executive must provide written notice to the Company, within 30 days following the Executive’s initial awareness of the existence of such condition, that such Good Reason exists and setting forth in detail the grounds the Executive believes constitutes Good Reason. If the Company does not cure the condition(s) constituting Good Reason within 30 days following receipt of such notice, then the Executive’s employment shall be deemed terminated for Good Reason.

Termination by the Company without Cause; Termination by the Executive for Good Reason. If (i) the Executive's employment is terminated by the Company during the Term without Cause, or (ii) the Executive resigns for Good Reason, then, in addition to the Accrued Amounts, the Executive shall be entitled to the following payments and benefits: (x) a lump-sum payment equal to one two times the sum of (A) Base Salary and (B) target Annual Bonus for the year of termination and (y) the Pro Rata Annual Bonus. In the event that during the period of time after which the Company has given notice that it will not renew the Agreement, the Company terminates the Executive's employment without Cause or the Executive terminates the Agreement for Good Reason, he shall receive the full amount set forth in this paragraph, provided that the amount payable pursuant to clause (x) shall be reduced by any amount paid in lieu of notice. Any amounts payable under this Section shall be paid within thirty (30) days after the date of the Executive's date of termination and the payment described in clause (y) shall be paid as promptly as practicable after the applicable year end audit is complete but in no event later than 120 days following the end of the Performance Period. The Executive is also entitled to the continuation on the same terms as an active employee of medical benefits that the Executive would otherwise be eligible to receive as an active employee of the Company for twelve eighteen (1218) months or, if sooner, until such time as the Executive becomes eligible for substantially equivalent or greater medical benefits from a subsequent employer without exclusion of any pre-existing condition. It is agreed that the continuation of benefits provided hereunder following any termination of employment shall be in satisfaction of the Company's obligation to provide continuation coverage under COBRA. All of the payments and benefits provided in this Section 3.3 shall be subject to the execution of the Waiver and Release of Claims attached hereto as Appendix D within thirty (30) days after the Executive's date of termination.

Termination by the Company without Cause; Termination by the Executive for Good Reason. If (a) For purposes of this Agreement, “Good Reason” shall mean, unless otherwise consented to by the Executive, (i) the material reduction of the Executive's ’s authority, duties and responsibilities or the assignment to the Executive of duties materially inconsistent with the Executive’s position or positions with the Company; (ii) a reduction in Annual Salary of the Executive; (iii) the relocation of the Executive’s office to more than 100 miles from Salt Lake City, Utah; or (iv) the Company’s material and willful breach of this Agreement. Notwithstanding the foregoing, (i) Good Reason shall not be deemed to exist unless notice of termination on account thereof (specifying a termination date no later than 30 days from the date of such notice) is given no later than 30 days after the time at which the event or condition purportedly giving rise to Good Reason first occurs or arises and (ii) if there exists (without regard to this clause (ii)) an event or condition that constitutes Good Reason, the Company shall have 21 days from the date notice of such a termination is given to cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder. (b) The Company may terminate the Executive’s employment at any time for any reason or no reason and the Executive may terminate the Executive’s employment with the Company for Good Reason. If the Company terminates the Executive’s employment and the termination is terminated not covered by Section 4, 5.1 or 5.3, or the Executive terminates his employment for Good Reason and the termination by the Company during Executive is not covered by Section 5.3, (i) the Term without Cause, or Executive shall receive Annual Salary and other benefits earned and accrued under this Agreement prior to the termination of employment (and reimbursement under this Agreement for expenses incurred prior to the termination of employment); (ii) the Executive resigns for Good Reason, then, in addition to the Accrued Amounts, the Executive shall be entitled to the following payments and benefits: receive (xA) a lump-sum cash payment equal to one two times the sum of (Ax) Base the Executive’s Annual Salary and (Bas in effect on the effective date of such termination) target Annual Bonus for the year of payable no later than 30 days after such termination and (y) the Pro Rata average of the two previous Annual Bonuses received by the Executive as provided for in Section 3.2, or, in the event the Executive has received only one Annual Bonus pursuant to Section 3.2 at the time of such termination, the Termination Bonus shall be equal to the amount of such Annual Bonus. In , or, in the event that during the Executive has not received any Annual Bonuses pursuant to Section 3.2 at the time of such termination, the Termination Bonus shall be equal to the Annual Bonus the Executive would have received under Section 3.2 if the Executive would have remained employed through the period of time after which the Company has given notice that it will not renew the Agreement, the Company terminates the Executive's employment without Cause or the Executive terminates the Agreement for Good Reason, he shall required to be entitled to receive the full amount set forth in this paragraphAnnual Bonus and satisfied all target performance objectives, provided that the amount payable pursuant to clause (x) shall be reduced by any amount paid in lieu of notice. Any amounts payable under this Section shall be paid within thirty (30) no later than 30 days after the date of the Executive's date of such termination and the payment described in clause (y) shall be paid or, if later, as promptly soon as practicable after the applicable year end audit is complete practicable, but in no event later more than 120 30 days following after, the end amount of the Performance Period. The Executive Termination Bonus is also entitled known) and (B) for a period of two years after termination of employment such continuing health benefits (including any medical, vision or dental benefits), under the Company’s health plans and programs applicable to senior executives of the continuation on the same terms Company generally as an active employee of medical benefits that the Executive would have received under this Agreement (and at such costs to the Executive) as would have applied in the absence of such termination (but not taking into account any post-termination increases in Annual Salary that may otherwise have occurred without regard to such termination and that may have favorably affected such benefits); (iii) all outstanding unvested options held by the Executive shall vest and become immediately exercisable and shall otherwise be eligible exercisable in accordance with their terms and the Executive shall become vested in any pension or other deferred compensation other than pension or deferred compensation under a plan intended to receive be qualified under Section 401(a) or 403(a) of the Internal Revenue Code of 1986, as an active employee amended; and (iv) except as otherwise required under applicable law, the Executive shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder. (c) Notwithstanding clause (ii)(B) of the second sentence of Section 5.2(b), (i) nothing herein shall restrict the ability of the Company for twelve to amend or terminate the plans and programs referred to in such clause (12ii)(B) months orfrom time to time in its sole discretion, if sooner, until and (ii) the Company shall in no event be required to provide any benefits otherwise required by such clause (ii)(B) after such time as the Executive becomes eligible for substantially equivalent or greater medical entitled to receive benefits from a subsequent employer without exclusion of any pre-existing condition. It is agreed that the continuation of benefits provided hereunder following any termination of employment shall be in satisfaction of the Company's obligation to provide continuation coverage under COBRA. All same type from another employer or recipient of the payments and benefits provided in this Section 3.3 shall be subject Executive’s services (such entitlement being determined without regard to the execution of the Waiver and Release of Claims attached hereto as Appendix D within thirty (30) days after the Executive's date of terminationany individual waivers or other similar arrangements).

Termination by the Company without Cause; Termination by the Executive for Good Reason. If (i) the Executive's ’s employment is terminated by the Company during the Term without Cause, or (ii) the Executive resigns for Good Reason, then, in addition to the Accrued Amounts, the Executive shall be entitled to the following payments and benefits: (x) a lump-sum payment equal to one times the sum of (A) Base Salary and (B) target Annual Bonus for the year of termination and (y) the Pro Rata Annual Bonus. In the event that during the period of time after which the Company has given notice that it will not renew the Agreement, the Company terminates the Executive's ’s employment without Cause or the Executive terminates the Agreement for Good Reason, he shall receive the full amount set forth in this paragraph, provided that the amount payable pursuant to clause (x) shall be reduced by any amount paid in lieu of notice. Any amounts payable under this Section shall be paid within thirty (30) days after the date of the Executive's ’s date of termination and the payment described in clause (y) shall be paid as promptly as practicable after the applicable year end audit is complete but in no event later than 120 days following the end of the Performance Period. The Executive is also entitled to the continuation on the same terms as an active employee of medical benefits that the Executive would otherwise be eligible to receive as an active employee of the Company for twelve (12) months or, if sooner, until such time as the Executive becomes eligible for substantially equivalent or greater medical benefits from a subsequent employer without exclusion of any pre-existing condition. It is agreed that the continuation of benefits provided hereunder following any termination of employment shall be in satisfaction of the Company's ’s obligation to provide continuation coverage under COBRA. All of the payments and benefits provided in this Section 3.3 shall be subject to the execution of the Waiver and Release of Claims attached hereto as Appendix D A within thirty (30) days after the Executive's ’s date of termination.

Termination by the Company without Cause; Termination by the Executive for Good Reason. If (i) In the Event that the Executive's employment is terminated by the Company during the Term without Cause, Cause pursuant to Paragraph 5(d) or (ii) by the Executive resigns for Good Reason, then, in addition Reason pursuant to the Accrued Amounts, the Executive shall be entitled to the following payments and benefits: (x) a lump-sum payment equal to one times the sum of (A) Base Salary and (B) target Annual Bonus for the year of termination and (y) the Pro Rata Annual Bonus. In the event that during the period of time after which the Company has given notice that it will not renew the AgreementParagraph 5(e), the Company terminates shall pay the following amounts to the Executive's employment without Cause or the Executive terminates the Agreement for Good Reason, he shall receive the full amount set forth in this paragraph, provided that the amount payable : i. Any accrued but unpaid Base Salary (as determined pursuant to clause (xParagraph 3) shall be reduced by any amount paid in lieu for services rendered to the date of noticetermination; ii. Any amounts payable accrued but unpaid expenses required to be reimbursed pursuant to Paragraph 4; iii. Any vacation accrued to the date of termination; and iv. Continued payment of the Base Salary (as determined under this Section shall be paid within thirty Paragraph 3) for a period of six (306) days months after the date of termination; provided, however, that in the Executiveevent the Executive has terminated the Agreement pursuant to Paragraph 5(e)(2), the Company shall make continued payment of the Base Salary until the earlier of (a) thirty-six (36) months after the date of termination, or (b) the expiration of the Term. Such payments shall be made in accordance with the Company's standard payroll practices then in effect. The Company shall continue to provide the Executive with the benefits set forth in Paragraph 4 for a period of six (6) months after the date of termination and as if he had remained employed by the payment described Company pursuant to this Agreement during such period; provided, however, that in clause the event the Executive has terminated the Agreement pursuant to Paragraph 5(e)(2), the Company shall continue to provide the Executive with the benefits set forth in Paragraph 4 as if he had remained employed by the Company pursuant to this Agreement through the earlier of (ya) shall be paid as promptly as practicable thirty-six (36) months after the applicable year end audit is complete but in no event later than 120 days following date of termination, or (b) the end of the Performance PeriodTerm. The Executive is also entitled To the extent any benefits described in Paragraph 4 cannot be provided pursuant to the continuation on the same terms as an active employee of medical benefits that the Executive would otherwise be eligible to receive as an active employee of plan or program maintained by the Company for twelve its employees and/or executives, the Company shall provide such benefits outside such plan or program at no additional cost (12including without limitation tax cost) months or, if sooner, until such time as to the Executive becomes eligible for substantially equivalent or greater medical Executive. The benefits from a subsequent employer without exclusion of any pre-existing condition. It is agreed that the continuation of benefits provided hereunder following any termination of employment referred to in Paragraph 3(c) shall be determined in satisfaction accordance with the terms of the Company's obligation to provide continuation coverage under COBRA. All of the payments such plan and benefits provided in this Section 3.3 shall be subject to the execution of the Waiver and Release of Claims attached hereto as Appendix D within thirty (30) days after the Executive's date of terminationgrant thereunder.

Termination by the Company without Cause; Termination by the Executive for Good Reason. If (i) the Executive's ’s employment is terminated by the Company during the Term without Cause, or (ii) the Executive resigns for Good Reason, then, in addition to the Accrued Amounts, the Executive shall be entitled to the following payments and benefits: (x) a lump-sum payment equal to one times the sum of (A) Base Salary and (B) target Annual Bonus for the year of termination and (y) the Pro Rata Annual Bonus. In the event that during the period of time after which the Company has given notice that it will not renew the Agreement, the Company terminates the Executive's ’s employment without Cause or the Executive terminates the Agreement for Good Reason, he shall receive the full amount set forth in this paragraph, provided that the amount payable pursuant to clause (x) shall be reduced by any amount paid in lieu of notice. Any amounts payable under this Section shall be paid within thirty (30) days after the date of the Executive's ’s date of termination and the payment described in clause (y) shall be paid as promptly as practicable after the applicable year end audit is complete but in no event later than 120 days following the end of the Performance Period. The Executive is also entitled to the continuation on the same terms as an active employee of medical benefits that the Executive would otherwise be eligible to receive as an active employee of the Company for twelve (12) months or, if sooner, until such time as the Executive becomes eligible for substantially equivalent or greater medical benefits from a subsequent employer without exclusion of any pre-existing condition. It is agreed that the continuation of benefits provided hereunder following any termination of employment shall be in satisfaction of the Company's ’s obligation to provide continuation coverage under COBRA. All of the payments and benefits provided in this Section 3.3 shall be subject to the execution of the Waiver and Release of Claims attached hereto as Appendix D A within thirty twenty one (3021) days after the Executive's ’s date of termination.

Termination by the Company without Cause; Termination by the Executive for Good Reason. If (a) For purposes of this Agreement, “Good Reason” shall mean, unless otherwise consented to by the Executive, (i) the material reduction of the Executive's employment is terminated by the Company during the Term without Cause’s authority, duties and responsibilities, or the assignment to the Executive of duties materially inconsistent with the Executive’s position or positions with the Company; (ii) a material reduction in Annual Salary of the Executive; (iii) the relocation of the Executive’s office to more than 100 miles from Salt Lake City, Utah; or (iv) the Company’s material and willful breach of this Agreement. Notwithstanding the foregoing, (A) Good Reason shall not be deemed to exist unless notice of termination on account thereof (specifying a termination date no later than 30 days from the date of such notice) is given no later than 30 days after the time at which the event or condition purportedly giving rise to Good Reason first occurs or arises and (B) if there exists (without regard to this clause (B)) an event or condition that constitutes Good Reason, the Company shall have 30 days from the date notice of such a termination is given to cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder. (b) During the Term, the Company may terminate the Executive’s employment at any time without Cause and not pursuant to Section 4, or the Executive resigns terminates his employment with the Company for Good Reason, thenthen subject to Section 5.3 below, and in addition to the Accrued AmountsObligations, the Executive shall be entitled to the following payments and benefits: receive: (xi) a lump-sum lump cash payment equal to one two times the sum of (A) Base the Executive’s Annual Salary (as in effect on the effective date of such termination); and (B) target an amount equal to the greater of the Annual Bonus for received by the Executive in the preceding year or the average Annual Bonus received by the Executive in the three years prior to the termination; (ii) a lump sum cash payment equal to the sum of termination and (yA) the Pro Rata Annual Bonus. In cost of continuing health benefits (including any medical, vision or dental benefits), under the event that during Company’s group health plans pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) or similar state law (“COBRA”) for a period of twenty-four months, based on the COBRA cost at the time after which of termination, plus (B) an amount equal to the Company has given notice that it will not renew the Agreement, the Company terminates the Executive's employment without Cause or taxes payable by the Executive terminates on the Agreement for Good Reasonamount determined under (A), he so that on an after tax basis, Executive shall receive the full amount set forth in this paragraph, provided that the amount payable pursuant to clause (x) shall be reduced by any amount paid in lieu of notice. Any amounts payable under this Section shall be paid within thirty (30) days after the date of the Executive's date of termination and the payment described in clause (y) shall be paid as promptly as practicable after the applicable year end audit is complete but in no event later than 120 days following the end of the Performance Period. The Executive is also entitled equal to the continuation on the same terms as an active employee COBRA premiums for a period of medical benefits that the Executive would otherwise be eligible to receive as an active employee of the Company for twelve (12) twenty-four months or, if sooner, until such time as the Executive becomes eligible for substantially equivalent or greater medical benefits from a subsequent employer without exclusion of any pre-existing condition. It is agreed that the continuation of benefits provided hereunder following any after Executive’s termination of employment based on the COBRA rate in effect at the time of termination; (iii) the Executive shall vest in all outstanding unvested equity-based awards (including stock options and restricted stock) and such unvested equity-based awards shall become immediately exercisable and unrestricted and shall otherwise remain outstanding in accordance with their terms; (iv) the Executive shall become vested in any pension or other deferred compensation other than pension or deferred compensation under a plan intended to be in satisfaction qualified under Section 401(a) of the Code; (v) the Company shall provide Executive with outplacement services for a period of six months following termination of employment; and (vi) except as otherwise required under applicable law or the Company's obligation ’s benefit plans, the Executive shall have no further rights to provide continuation coverage under COBRA. All of the payments and any other compensation or benefits provided in this Section 3.3 shall be subject to the execution of the Waiver and Release of Claims attached hereto as Appendix D within thirty (30) days hereunder on or after the Executive's date termination of terminationemployment, or any other rights hereunder.

Termination by the Company without Cause; Termination by the Executive for Good Reason. If (ia) The Company may terminate the Executive's employment is terminated by the Company during the Term without Cause, at any time for any reason or (ii) the Executive resigns for Good Reason, then, in addition to the Accrued Amounts, the Executive shall be entitled to the following payments and benefits: (x) a lump-sum payment equal to one times the sum of (A) Base Salary and (B) target Annual Bonus for the year of termination and (y) the Pro Rata Annual Bonusno reason. In the event that during the period of time after which the Company has given notice that it will not renew the Agreement, If the Company terminates the Executive's employment without Cause (including by giving notice of non-renewal of the Term pursuant to Section 1) other than for Cause, or if the Executive terminates his employment for Good Reason in accordance with Section 5.1(c), and in either such case the termination is not covered by Section 4, (i) the Executive shall receive Annual Salary and other benefits earned and accrued under this Agreement prior to the termination of employment (and reimbursement under this Agreement for Good Reason, he expenses incurred prior to the termination of employment); (ii) the Executive shall receive (A) a total cash payment equal to 150% of the full amount set forth in this paragraph, provided that the amount payable pursuant to clause sum of (x) shall be reduced by any amount paid in lieu the Executive's Annual Salary and (y) the Executive's minimum Annual Bonus and of notice. Any amounts payable under this Section total cash payment, 75% of such payment shall be paid during the one-year period following termination of employment ( hereinafter referred to as the "first year's payment") as follows: one-third of the first year's payment will be payable within thirty (30) five business days after the date of termination; the Executiveremaining portion of the first year's date of termination payment will be payable in equal bi-weekly installments; and the remaining 25% of the total cash payment described in clause (y) shall will be paid as promptly as practicable after the applicable year end audit is complete but in no event later than 120 payable within five business days following the end of the Performance Restricted Period. The Executive is also entitled ; and (B) for a period equal to the continuation on shortest of (i) twelve months after termination of employment, (ii) until the same terms Executive commences full-time employment and then or subsequently receives health insurance benefits or (iii) until 90 days after the Executive commences full-time employment, such continuing coverage under the group health plans as an active employee of medical benefits that the Executive would otherwise have received under this Agreement (and at such costs to the Executive) as would have applied in the absence of such termination; (iii) all outstanding unvested options held by the Executive shall vest and become immediately exercisable, and the Executive shall become fully vested in any pension or other deferred compensation other than pension or deferred compensation under a plan intended to be eligible to receive as an active employee qualified under Section 401(a) or 403(a) of the Company for twelve Internal Revenue Code of 1986, as amended; and (12iv) months or, if sooner, until such time as the Executive becomes eligible for substantially equivalent shall have no further rights to any other compensation or greater medical benefits from a subsequent employer without exclusion of any pre-existing condition. It is agreed that hereunder on or after the continuation of benefits provided hereunder following any termination of employment shall be in satisfaction of the Company's obligation to provide continuation coverage under COBRA. All of the payments and benefits provided in this Section 3.3 shall be subject to the execution of the Waiver and Release of Claims attached hereto employment, or any other rights hereunder. (a) is hereby amended as Appendix D within thirty (30) days after the Executive's date of termination.follows:

Termination by the Company without Cause; Termination by the Executive for Good Reason. If (a) For purposes of this Agreement, “Good Reason” shall mean, unless otherwise consented to by the Executive, (i) the material reduction of the Executive's ’s title, authority, duties and responsibilities or the assignment to the Executive of duties materially inconsistent with the Executive’s position or positions with the Company; (ii) a reduction in Annual Salary of the Executive; (iii) the Company’s material and willful breach of this Agreement (iv) Executive is required to relocate his office more than 30 miles outside of New York City or Philadelphia, Pennsylvania. Notwithstanding the foregoing, (i) Good Reason shall not be deemed to exist unless notice of termination on account thereof (specifying a termination date no later than 30 days from the date of such notice) is given no later than 30 days after the time at which the event or condition purportedly giving rise to Good Reason first occurs or arises and (ii) if there exists (without regard to this clause (ii)) an event or condition that constitutes Good Reason, the Company shall have 15 days from the date notice of such a termination is given to cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder. (b) The Company may terminate the Executive’s employment and the Executive may terminate the Executive’s employment with the Company at any time for any reason or no reason. If the Company terminates the Executive’s employment and the termination is terminated not covered by Section 4 or 5.1, or the Executive terminates his employment for Good Reason or in the event of any notice of non-renewal of this Agreement by the Company during Company, as described in Section 1: (i) the Term without Cause, or Executive shall receive a single-sum payment equal to accrued but unpaid Annual Salary and other benefits (including any bonus for a calendar year completed before termination) earned and accrued under this Agreement prior to the termination of employment (and reimbursement under this Agreement for expenses incurred prior to the termination of employment); (ii) the Executive resigns for Good Reason, then, in addition to the Accrued Amounts, the Executive shall be entitled to the following payments and benefits: (x) receive a lumpsingle-sum payment of an amount equal to one 3.0 times the sum of (Ax) Base Salary and (B) target Annual Bonus for the highest bonus earned in one year period period preceding the date of termination and plus (y) the Pro Rata greater of (a) the average of the Annual Bonus. In Salary amounts paid to Executive over the event that during the period of time after which the Company has given notice that it will not renew the Agreement, the Company terminates the Executive's employment without Cause or the Executive terminates the Agreement for Good Reason, he shall receive the full amount set forth in this paragraph, provided that the amount payable pursuant three calendar years prior to clause (x) shall be reduced by any amount paid in lieu of notice. Any amounts payable under this Section shall be paid within thirty (30) days after the date of Termination or, (b) if less than three years have elapsed between the Executive's date of termination this Agreement and the payment described in clause (y) shall be paid as promptly as practicable after the applicable year end audit is complete but in no event later than 120 days following the end of the Performance Period. The Executive is also entitled to the continuation on the same terms as an active employee of medical benefits that the Executive would otherwise be eligible to receive as an active employee of the Company for twelve (12) months or, if sooner, until such time as the Executive becomes eligible for substantially equivalent or greater medical benefits from a subsequent employer without exclusion of any pre-existing condition. It is agreed that the continuation of benefits provided hereunder following any termination of employment shall be in satisfaction of the Company's obligation to provide continuation coverage under COBRA. All of the payments and benefits provided in this Section 3.3 shall be subject to the execution of the Waiver and Release of Claims attached hereto as Appendix D within thirty (30) days after the Executive's date of termination, the highest Annual Salary paid to Executive in any calendar year prior to the date of Termination or (c) if less than 12 months have elapsed from the date of this Agreement to the date of termination, the highest Annual Salary received in any month times 12; and (iii) all outstanding unvested equity-based awards (including without limitation stock options and restricted stock) held by the Executive shall fully vest and shall become immediately exercisable, as applicable.

Termination by the Company without Cause; Termination by the Executive for Good Reason. If (i) The Company may terminate the Executive's ’s employment is terminated without Cause with 30 days’ prior written notice, effective upon the date specified in such notice. The Executive may terminate the Executive’s employment for Good Reason by providing the Company during written notice in the Term without Cause, or (ii) the Executive resigns for Good Reason, then, in addition to the Accrued Amounts, the Executive shall be entitled to the following payments and benefits: (x) a lump-sum payment equal to one times the sum of (A) Base Salary and (B) target Annual Bonus for the year of termination and (y) the Pro Rata Annual Bonusmanner set forth below. In the event that during the period of time after which Term the Executive’s employment is terminated by the Company has given notice that it will not renew the Agreement, the Company terminates without Cause (other than due to the Executive's employment without Cause ’s death or Disability), or by the Executive terminates the Agreement for Good Reason, he in each case, following the Start Date, and, in each case, subject to Section 4(g) (other than with respect to any Accrued Benefits, which are not subject to Section 4(g)), the Executive shall receive be entitled to: (i) the full Accrued Benefits (to be paid within 10 days following the Termination Date); (ii) an amount set forth in this paragraphcash equal to the sum of the Executive’s Base Salary (without giving effect to any reduction or series of reductions giving rise to Good Reason), provided payable in substantially equal monthly installments over the 12-month period following the Termination Date; provided, however, that the amount payable first such payment shall not be made until the first payroll date following the date on which the Release (as defined below) becomes non-revocable pursuant to clause Section 4(g) and such first payment shall include any amounts that would otherwise have been payable between the Termination Date and the date of such first payment; and provided, further, that if the period that the Executive has to consider and revoke the Release pursuant to Section 4(g) commences in one calendar year and ends in a subsequent calendar year, then the first such payment shall not be made until the second calendar year; (iii) the Pro Rata Annual Bonus; (iv) unless a more favorable treatment is provided for by the Board or Compensation Committee, (x) all RSUs and other time-based long-term incentive awards that would have become vested in the ordinary course had the Executive remained employed by the Company for 12 months after the Termination Date shall become fully vested as of the date on which the Release (as defined below) becomes effective, with the shares, cash or other property that become so vested to be reduced by any amount paid in lieu of notice. Any amounts payable under this Section shall be paid within thirty delivered not later than sixty (3060) days after the applicable Termination Date (except for the Sign-On Grant, which will become fully vested and settled not later than sixty (60) days after the applicable vesting date of the Executive's date of termination in connection with such termination) and the payment described in clause (y) all PSUs and other performance-based long-term incentive awards shall remain outstanding for 12 months after the Termination Date and shall vest if they would have vested during that period had the Executive remained employed by the Company as of the applicable vesting date, which shares, cash or other 5 property underlying the portion that becomes so vested to be paid as promptly as practicable delivered not later than sixty (60) days after the applicable year end audit is complete but vesting date (collectively, the treatment described in no event later than 120 days following this Section 4(d)(iv), the end of the Performance Period. The Executive is also entitled “Equity Extension”); and (v) subject to the Executive’s (A) timely election of continuation on coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and (B) continued copayment of premiums at the same terms as an active employee of medical benefits that level and cost to the Executive would otherwise be eligible to receive as if the Executive were an active employee of the Company (excluding, for twelve purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continued participation in the Company’s group health plan (12to the extent permitted under applicable law) months or, if sooner, until such time as that covers the Executive becomes (and the Executive’s eligible dependents) for a period of 12 months following the Termination Date at the Company’s expense; provided that the Executive is eligible and remains eligible for substantially equivalent or greater medical benefits from a subsequent employer without exclusion COBRA coverage; provided, further, that the Company may modify the continuation coverage contemplated by this Section 4(d)(v) to the extent reasonably necessary to avoid the imposition of any pre-existing condition. It is agreed excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable), provided that (if doing so would not result in such an excise tax), the Executive will be provided with a lump sum cash benefit on the same payment schedule should such benefit be reduced as a result of this proviso; and provided, further, that if the Executive obtains other employment that offers substantially comparable group health benefits, such continuation of benefits provided hereunder following any termination of employment coverage by the Company under this Section 4(d)(v) shall be in satisfaction of the Company's obligation to provide continuation coverage under COBRA. All of immediately cease (the payments described in clauses (ii) through (v), collectively, the “Severance Benefits”). Payments and benefits provided in this Section 3.3 4(d) shall be subject to in lieu of any termination or severance payments or benefits for which the execution Executive may be eligible under any of the Waiver and Release plans, policies or programs of Claims attached hereto as Appendix D within thirty (30) days after the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation. Following the termination of the Executive's date of termination’s employment by the Company without Cause or by the Executive for Good Reason, except as set forth in this Section 4(d), the Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Termination by the Company without Cause; Termination by the Executive for Good Reason. If (ia) the Executive's employment is terminated by the Company during the Term without Cause, or (ii) the Executive resigns for Good Reason, then, in addition to the Accrued Amounts, the Executive shall be entitled to the following payments and benefits: (x) a lump-sum payment equal to one times the sum of (A) Base Salary and (B) target Annual Bonus for the year of termination and (y) the Pro Rata Annual Bonus. In the event that the Executive’s employment hereunder is terminated during the period of time after which the Company has given notice that it will not renew the Agreement, the Company terminates the Executive's employment without Cause or the Executive terminates the Agreement for Good Reason, he shall receive the full amount set forth in this paragraph, provided that the amount payable pursuant to clause Term (x) shall be reduced by any amount paid the Company other than for Permanent Disability in lieu of notice. Any amounts payable under this accordance with Section shall be paid 6.1 or for Cause in accordance with Section 6.2 or (y) by the Executive with Good Reason in accordance with Section 6.3(b) (and within thirty (30) days after following the expiration of the cure period set forth in Section 6.3(b)), the Term shall expire and the Company shall provide the Executive with the following (in lieu of separation payments under any other Company severance plan, policy or arrangement): (i) A pro-rata Annual Bonus for the year in which the Termination Date occurs (based upon the portion of the year in which the Executive was employed by the Company), based on actual performance for the year in which the Termination Date occurs, as approved and certified by the Compensation Committee, paid on the date of that it would have been paid if the Executive's ’s employment hereunder had not terminated. (ii) Separation payments at a rate of $208,333 per month, commencing with the month following the month in which the “Revocation Period” as defined in the release referred to in Section 6.3(c) ends (and thereafter on the first Company payroll date of each month), but subject to deferral as provided in Section 6.3(c) and Section 6.7 hereof, with such termination and the payment described payments to be made in clause (y) shall be paid as promptly as practicable after the applicable year end audit is complete but in no event later substantially equal installments, not less frequently than 120 days following monthly, through the end of the Performance Period. The Executive is also entitled to the continuation on the same terms as an active employee then scheduled Term; provided, however, that such payments shall be made for a period of medical benefits that the Executive would otherwise be eligible to receive as an active employee of the Company for no less than twelve (12) months or, if sooner, until such time as the Executive becomes eligible and no more than twenty-four (24) months. (iii) Continued eligibility for substantially equivalent or greater medical benefits from a subsequent employer without exclusion vesting of any pre-existing condition. It is agreed that the continuation of benefits provided hereunder following any termination of employment shall be in satisfaction of the Company's obligation to provide continuation coverage under COBRA. All of the payments those RSUs outstanding and benefits provided in this Section 3.3 shall be subject to the execution attainment of performance goals at the Termination Date, subject to and based upon the attainment of the Waiver applicable performance goals, and Release full vesting of Claims attached hereto any RSUs with respect to which the applicable performance goals have been attained and which are subject only to time-vesting requirements as Appendix D within thirty of the Termination Date. (30iv) days after The Executive and his dependents shall be entitled to continued participation (at the Company’s expense), for a period of twenty four (24) months following the Termination Date (which shall be concurrent with any health care continuation benefits under COBRA), in the group medical plan of the Company in which they were participating as of such date. (v) The Company shall, at its sole expense as incurred, provide the Executive with customary outplacement services commensurate with Executive's date ’s position but in no event shall the provision of terminationsuch services exceed twelve (12) months or $25,000. (vi) The benefits described in Sections 6.1(a)(i), 6.1(a)(ii) and 6.6.

Termination by the Company without Cause; Termination by the Executive for Good Reason. If (i) In the event Executive's ’s employment is terminated by the Company during the Term without Cause, Cause or (ii) the if Executive resigns for Good ReasonReason (defined below) in either case effective prior to the end of the then current Term or any then current renewal Term, thenExecutive shall receive all Earned and Vested benefits and Severance provided for in Section 3 hereof. Furthermore, in addition to the Accrued Amountsevent of such termination by the Company without Cause or a resignation by the Executive for Good Reason provided in the previous sentence, the Executive shall be entitled under no obligation to seek other employment. However, should the following payments and benefits: (x) a lump-sum payment equal to one times the sum of (A) Base Salary and (B) target Annual Bonus for the year of termination and (y) the Pro Rata Annual Bonus. In the event that during the period of time after which the Company has given notice that it will not renew the AgreementExecutive find other employment, the Company terminates shall continue to pay Severance in accordance with Section 3.6 above, but Welfare Benefits received from such employment during the remainder of what would otherwise have been the then current Term shall be deducted from amounts due from the Company under this section. For purposes of this Agreement, “Good Reason” shall mean any of the following, without Executive’s prior consent (1) Company relocating Executive outside of the Washington, D.C. metropolitan area, (2) assignment of duties to Executive that are not senior management duties without Executive’s prior written consent, (3) any reduction of Base Salary, (4) failure to pay the Base Salary to Executive when due, which failure is not cured within 3 business days after written notice to Company, (5) requirement by the Company of business travel by Executive more than 110 days per year after notice from Executive that requested travel would exceed such limit, (6) Change of Control (defined below), or (7) any material breach of this Agreement by the Company, which breach is not cured within 14 days after written notice of such breach. Change of Control means the sale of a Controlling Interest in IHS to an enterprise or group of related enterprises (other than a person or entity related to IHS prior to such sale) not reasonably satisfactory to the Executive's employment without Cause or the Executive terminates the Agreement for Good Reason, he shall receive the full amount set forth in this paragraph, provided that the amount payable pursuant . Controlling Interest means ownership of a sufficient number of shares to clause (x) shall be reduced by any amount paid in lieu of notice. Any amounts payable under this Section shall be paid within thirty (30) days after the date elect a majority of the Executive's date board of termination and the payment described in clause (y) shall be paid as promptly as practicable after the applicable year end audit is complete but in no event later than 120 days following the end directors of the Performance Period. The Executive is also entitled to the continuation on the same terms as an active employee of medical benefits that the Executive would otherwise be eligible to receive as an active employee of the Company for twelve (12) months or, if sooner, until such time as the Executive becomes eligible for substantially equivalent or greater medical benefits from a subsequent employer without exclusion of any pre-existing condition. It is agreed that the continuation of benefits provided hereunder following any termination of employment shall be in satisfaction of the Company's obligation to provide continuation coverage under COBRA. All of the payments and benefits provided in this Section 3.3 shall be subject to the execution of the Waiver and Release of Claims attached hereto as Appendix D within thirty (30) days after the Executive's date of terminationIHS.

Termination by the Company without Cause; Termination by the Executive for Good Reason. If (ia) The Company may terminate the Executive's employment is terminated by the Company during the Term without Cause, at any time for any reason or (ii) the Executive resigns for Good Reason, then, in addition to the Accrued Amounts, the Executive shall be entitled to the following payments and benefits: (x) a lump-sum payment equal to one times the sum of (A) Base Salary and (B) target Annual Bonus for the year of termination and (y) the Pro Rata Annual Bonusno reason. In the event that during the period of time after which the Company has given notice that it will not renew the Agreement, If the Company terminates the Executive's employment without Cause (including by giving notice of non-renewal of the Term pursuant to Section 1) other than for Cause, or if the Executive terminates his employment for Good Reason in accordance with Section 5.1(c), and in either such case the termination is not covered by Section 4, (i) the Executive shall receive (subject to the Executive's execution of a general release in a form and substance satisfactory to the Company) Annual Salary and other benefits earned and accrued under this Agreement prior to the termination of employment (and reimbursement under this Agreement for Good Reason, he expenses incurred prior to the termination of employment); (ii) the Executive shall receive (A) a total cash payment equal to 150% of the full amount set forth in this paragraph, provided that the amount payable pursuant to clause sum of (x) shall be reduced by any amount paid in lieu the Executive's Annual Salary and (y) the Executive's minimum Annual Bonus and of notice. Any amounts payable under this Section total cash payment, 75% of such payment shall be paid during the one-year period following termination (hereinafter referred to as the first year's payment") as follows: one-third of the first year's payment will be payable within thirty (30) five business days after the date of termination; the Executiveremaining portion of the first year's date of termination payment will be payable in equal bi-weekly installments; and the remaining 25% of the total cash payment described in clause (y) shall will be paid as promptly as practicable after the applicable year end audit is complete but in no event later than 120 payable within five business days following the end of the Performance Restricted Period. The Executive is also entitled ; and (B) for a period equal to the continuation on shortest of (i) twelve months after termination of employment, (ii) until the same terms Executive commences full-time employment and then or subsequently receives health insurance benefits or (iii) until 90 days after the Executive commences full-time employment, such continuing coverage under the group health plans as an active employee of medical benefits that the Executive would otherwise have received under this Agreement (and at such costs to the Executive) as would have applied in the absence of such termination; (iii) all outstanding unvested options held by the Executive shall vest and become immediately exercisable, and the Executive shall become fully vested in any pension or other deferred compensation other than pension or deferred compensation under a plan intended to be eligible qualified under Section 401(a) or 403(a) of the Internal Revenue Code of 1986, as amended; and (iv) the Executive shall have no further rights to receive as an active employee any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder. (b) Nothing herein shall restrict the ability of the Company for twelve (12to amend or terminate the plans and programs referred to in Section 5.2(a)(ii)(B) months orfrom time to time in its sole discretion, if sooner, until and the Company shall in no event be required to provide any benefits otherwise required by such clause 5.2(a)(ii)(B) after such time as the Executive becomes eligible for substantially equivalent or greater medical entitled to receive benefits from a subsequent employer without exclusion of any pre-existing condition. It is agreed that the continuation of benefits provided hereunder following any termination of employment shall be in satisfaction of the Companysame type from another employer or recipient of the Executive's obligation services (such entitlement being determined without regard to provide continuation coverage under COBRAany individual waivers or other similar arrangements). All of The Executive's right to the payments and other benefits provided described in this Section 3.3 shall be subject to 5.2 is conditioned on his continued compliance with the execution provisions of the Waiver and Release of Claims attached hereto as Appendix D within thirty (30) days after the Executive's date of terminationSection 6, whether or not those provisions otherwise are enforceable.

Termination by the Company without Cause; Termination by the Executive for Good Reason. If (i) Except due to the Company’s election not to extend the Term pursuant to Section 1.1 hereof, if the Executive's ’s employment is terminated (x) by the Company during the Term without Cause, Cause or (iiy) by the Executive resigns for Good Reason, then, in addition to the Accrued Amounts, the Executive shall be entitled to the following payments and benefits: (x) a lump-sum payment equal to one times the sum of (A) Base Salary and (B) target Annual Bonus for the year of termination and (yi) the Pro Rata Bonus and (ii) a payment equal to two (2) times the amount of the Base Salary at the rate in effect on the Termination Date plus two (2) times the Target Annual BonusBonus Opportunity for the calendar year in which the Termination Date occurs (the “Severance Payment”); provided, however, that the amount of the Severance Payments shall not be less that $2,500,000. In The Company’s obligations to make the event that Severance Payments shall be conditioned upon: (i) the Executive’s continued compliance with his obligations under Section 5 hereof, and (ii) the Executive’s execution, delivery and non-revocation within sixty (60) days following the Termination Date of a valid and enforceable general release of claims (the “Release”) substantially in the form attached hereto as Exhibit A. The Severance Payments shall be paid in equal installments on the Company’s regular payroll dates during the twenty four (24) month period beginning with the first payroll period following the expiration of the period of time after which following Executive’s delivery of an executed Release to the Company has given notice that it will not renew permitted for Executive to revoke the Agreementrelease in accordance with applicable law. For the avoidance of doubt, the Company terminates Executive shall not be entitled to any Severance Payments in the Executive's employment without Cause or the Executive terminates the Agreement for Good Reason, he shall receive the full amount set forth in this paragraph, provided event that the amount payable Company, pursuant to clause (x) shall be reduced by any amount paid in lieu Section 1.1 hereof, provides notice of notice. Any amounts payable under this Section shall be paid within thirty (30) days after its intent not to extend the date of the Executive's date of termination and the payment described in clause (y) shall be paid as promptly as practicable after the applicable year end audit is complete but in no event later than 120 days following the end of the Performance Period. The Executive is also entitled to the continuation on the same terms as an active employee of medical benefits that the Executive would otherwise be eligible to receive as an active employee of the Company for twelve (12) months or, if sooner, until such time as the Executive becomes eligible for substantially equivalent or greater medical benefits from a subsequent employer without exclusion of any pre-existing condition. It is agreed that the continuation of benefits provided hereunder following any termination of employment shall be in satisfaction of the Company's obligation to provide continuation coverage under COBRA. All of the payments and benefits provided in this Section 3.3 shall be subject to the execution of the Waiver and Release of Claims attached hereto as Appendix D within thirty (30) days after the Executive's date of terminationTerm.”

Termination by the Company without Cause; Termination by the Executive for Good Reason. If Termination at the end of a Term after the Company provides notice of Non- Renewal. (1) This Agreement may be terminated: (i) by the Executive's employment is terminated Executive for Good Reason (as defined below), (ii) by the Company during the Term without Cause, or (iiiii) at the end of a Term after the Company provides the Executive resigns with notice of non-renewal. (2) In the event this Agreement is terminated by the Executive for Good ReasonReason or by the Company without Cause, then, in addition subject to the Accrued AmountsSection (6)(c)(4) and Section 21, the Executive shall be entitled to the following payments and benefits: (x) a lump-sum payment equal to one times the sum of following: (A) Base Salary and The Accrued Amounts; (B) target any earned but unpaid Annual Bonus for any prior period and the Annual Bonus for the year of such termination, prorated to the date of termination (determined based on actual performance for such year and payable when bonuses are paid to all Company executives for such year); (yC) continued payment of the then Base Salary during the 12 month period following the date of termination (the “Severance Period”), payable in accordance with the Company’s regular payroll practices as of the date of such termination; (D) the Pro Rata Annual Bonus. Executive or the Executive’s legally appointed guardian, as the case may be, shall have up to three (3) months from the date of termination to exercise all vested stock options held by the Executive as of the date of termination, provided that in no event shall any option be exercisable beyond its term; (E) all Equity Awards, to the extent not already vested, shall become fully vested on the date of termination; and (F) any benefits (except perquisites) to which the Executive was entitled pursuant to Section 5(b) hereof shall continue to be paid or provided by the Company, as the case may be, during the Severance Period, subject to the terms of any applicable plan or insurance contract and applicable law. (3) In the event that during this Agreement is terminated at the period end of time a Term after which the Company has given notice that it will not renew the Agreement, the Company terminates the Executive's employment without Cause or provides the Executive terminates the Agreement for Good Reason, he shall receive the full amount set forth in this paragraph, provided that the amount payable pursuant to clause (x) shall be reduced by any amount paid in lieu with notice of notice. Any amounts payable under this Section shall be paid within thirty (30) days after the date of the Executive's date of termination non-renewal and the payment described in clause (y) shall be paid as promptly as practicable after the applicable year end audit is complete but in no event later than 120 days following Executive remains employed until the end of the Performance Period. The Term, subject to Section 6(c)(4) and Section 21, the Executive is also shall be entitled to the continuation following: (A) The Accrued Amounts; (B) all Equity Awards, to the extent not already vested, shall become fully vested on the same date of termination; (C) the Executive or the Executive’s legally appointed guardian, as the case may be, shall have up to three (3) months from the date of termination to exercise all vested stock options held by the Executive as of the date of termination, provided that in no event shall any option be exercisable beyond its term; and (D) any benefits (except perquisites) to which the Executive was entitled pursuant to Section 5(b) hereof shall continue to be paid or provided by the Company, as the case may be, for 12 months, subject to the terms as an active employee of medical benefits any applicable plan or insurance contract and applicable law; provided, however, that the Executive would otherwise shall only be eligible entitled to receive as an active employee the payments or benefits set forth in Section 6(c)(3)(B) and (D) if the Executive is willing and able (i) to execute a new agreement providing terms and conditions substantially similar to those in this Agreement and (ii) to continue providing such services, and therefore, the Company’s non-renewal of the Company for twelve Term will be considered an “involuntary separation from service” within the meaning of Treasury Regulation Section 1.409A-1(n). (124) months or, if sooner, until such time as the Executive becomes eligible for substantially equivalent or greater medical benefits from a subsequent employer without exclusion of any pre-existing condition. It is agreed that the continuation of benefits provided hereunder following any termination of employment shall be in satisfaction of the Company's obligation to provide continuation coverage under COBRA. All of the The payments and benefits provided in this Sections 6(c)(2)(B), (C), (E) and (F) and Section 3.3 6(c)(3)(B) and (D) shall be subject conditioned on (i) the Executive’s execution and nonrevocation of a waiver and release of claims in the Company’s customary form (a “Release”) as of the Release Expiration Date, in accordance with Section 21(d), and (ii) the Executive’s continued compliance with the restrictive covenants set forth in Sections 8 and 9 of this Agreement (the “Restrictive Covenants”). Notwithstanding any other provision of this Agreement, no payments will be made or benefits provided pursuant to such sections prior to the execution date the Release becomes irrevocable in accordance with its terms or following the date the Executive first breaches any of the Waiver and Release of Claims attached hereto as Appendix D within thirty Restrictive Covenants. (305) days after The term “Good Reason” shall mean: (i) a material diminution in the Executive's date ’s authority, duties or responsibilities due to no fault of terminationthe Executive other than temporarily while the Executive is physically or mentally incapacitated or as required by applicable law; (ii) the Company requires the Executive to permanently change the Executive’s principal business office as defined in Section 3(c) to a location that is greater than 30 miles from the Principal Office, (iii) a change in the Executive’s overall compensation or bonus structure such that the Executive’s overall compensation is materially diminished; or (v) any other action or inaction that constitutes a material breach by the Company under this Agreement. Prior to the Executive terminating the Executive’s employment with the Company for Good Reason, the Executive must provide written notice to the Company, within 30 days following the Executive’s initial awareness of the existence of such condition, that such Good Reason exists and setting forth in detail the grounds the Executive believes constitutes Good Reason. If the Company does not cure the condition(s) constituting Good Reason within 30 days following receipt of such notice, then the Executive’s employment shall be deemed terminated for Good Reason.

Termination by the Company without Cause; Termination by the Executive for Good Reason. If (ia) the Executive's employment is terminated by the Company during the Term without Cause, or (ii) the Executive resigns for Good Reason, then, in addition to the Accrued Amounts, the Executive shall be entitled to the following payments and benefits: (x) a lump-sum payment equal to one times the sum of (A) Base Salary and (B) target Annual Bonus for the year of termination and (y) the Pro Rata Annual Bonus. In the event that the Executive’s employment hereunder is terminated during the period of time after which the Company has given notice that it will not renew the Agreement, the Company terminates the Executive's employment without Cause or the Executive terminates the Agreement for Good Reason, he shall receive the full amount set forth in this paragraph, provided that the amount payable pursuant to clause Term either (x) shall be reduced by any amount paid the Company other than for Permanent Disability or due to the Executive’s death in lieu of notice. Any amounts payable under this accordance with Section shall be paid 6.1 or for Cause in accordance with Section 6.2 or (y) by the Executive with Good Reason in accordance with Section 6.3(b) (and within thirty (30) days after following the expiration of the cure period set forth in Section 6.3(b)), the Term shall expire and the Company shall provide the Executive with the following (in lieu of separation payments under any other Company severance plan, policy or arrangement): (i) A pro-rata Annual Bonus for the year in which the Termination Date occurs (based upon the portion of the year in which the Executive was employed by the Company), based on actual performance for the year in which the Termination Date occurs, as approved and certified by the Compensation Committee, paid on the date of that it would have been paid if the Executive's ’s employment hereunder had not terminated. (A) Separation payments at a rate of $208,333 per month, commencing with the month following the month in which the “Revocation Period” as defined in the release referred to in Section 6.3(d) ends (and thereafter on the first Company payroll date of termination each month), but subject to deferral as provided in Section 6.3(d) and Section 6.7 hereof, with such separation payments to be made in substantially equal installments, not less frequently than monthly, through the payment described in clause earlier of (yx) shall be paid as promptly as practicable after the applicable year end audit is complete but in no event later than 120 days following the end of the Performance Period. The Executive is also entitled to then scheduled Term or (y) twenty-four (24) months following the continuation on Termination Date; provided, however, that for terminations in the same terms as an active employee of medical benefits that the Executive would otherwise be eligible to receive as an active employee last year of the Company Term, such payments shall be made for twelve (12) months orfollowing the Termination Date. Notwithstanding the foregoing, the first payment made pursuant to this paragraph will include all amounts that would have been due if soonersuch payments commenced immediately upon the Termination Date and any payments thereafter will continue as otherwise provided herein. (B) Notwithstanding the preceding, until such time as in the event that the Executive’s employment with the Company is terminated by the Company without Cause or by the Executive becomes eligible for substantially equivalent or greater medical benefits from with Good Reason during the three (3) month period immediately preceding and the twelve (12) month period immediately following a subsequent employer without exclusion of any pre-existing condition. It is agreed that the continuation of benefits provided hereunder following any termination of employment shall be Change in satisfaction Control (as defined below), then instead of the Company's obligation separation payments described in the immediately preceding paragraph, the Executive will instead be entitled to provide continuation coverage under COBRA. All receive a lump sum amount equal to the product of two (2) times the payments sum of (x) the Executive’s Base Salary, (y) the Executive’s target Annual Bonus opportunity, and benefits (z) the Executive’s target LTI Award opportunity. (iii) Except as otherwise provided in this Section 3.3 shall be an award agreement, continued eligibility for vesting of those LTIP Awards outstanding and subject to the execution attainment of performance goals at the Termination Date, subject to and based upon the attainment of the Waiver applicable performance goals, and Release full vesting of Claims attached hereto any LTIP Awards with respect to which the applicable performance goals have been attained or are not required and which are subject only to time-vesting requirements as Appendix D within thirty of the Termination Date. (30iv) days after The Executive and his dependents shall be entitled to continued participation (at the Company’s expense), for a period of twenty four (24) months following the Termination Date (which shall be concurrent with any health care continuation benefits under COBRA), in the group medical plan of the Company in which they were participating as of such date. (v) The Company shall, at its sole expense as incurred provide the Executive with customary outplacement services commensurate with Executive's date ’s position but in no event shall the provision of terminationsuch services exceed twelve (12) months or $25,000. (vi) The benefits described in Sections 6.6.

Termination by the Company without Cause; Termination by the Executive for Good Reason. If (ia) The Company may terminate the Executive's employment is terminated by the Company during the Term without Cause, at any time for any reason or (ii) the Executive resigns for Good Reason, then, in addition to the Accrued Amounts, the Executive shall be entitled to the following payments and benefits: (x) a lump-sum payment equal to one times the sum of (A) Base Salary and (B) target Annual Bonus for the year of termination and (y) the Pro Rata Annual Bonusno reason. In the event that during the period of time after which the Company has given notice that it will not renew the Agreement, If the Company terminates the Executive's employment without Cause (including by giving notice of non-renewal of the Term pursuant to Section 1) other than for Cause, or if the Executive terminates his employment for Good Reason in accordance with Section 5.1(c), and in either such case the termination is not covered by Section 4, (i) the Executive shall receive Annual Salary and other benefits earned and accrued under this Agreement prior to the termination of employment (and reimbursement under this Agreement for Good Reason, he expenses incurred prior to the termination of employment); (ii) the Executive shall receive (A) a cash payment equal to 200% of the full amount set forth in this paragraph, provided that the amount payable pursuant to clause sum of (x) shall the Executive's Annual Salary and (y) the Executive's minimum Annual Bonus and of this cash payment, one-third will be reduced by any amount paid in lieu of notice. Any amounts payable under this Section shall be paid within thirty (30) five business days after the date of the Executive's date of termination and the payment described termination; one-third will be payable in clause (y) shall be paid as promptly as practicable after equal bi-weekly installments through the applicable year end audit is complete but in no event later than 120 Restricted Period; and one-third will be payable within five business days following the end of the Performance applicable Restricted Period. The Executive is also entitled ; and (B) for a period equal to the continuation on shortest of (i) twelve months after termination of employment, (ii) until the same terms Executive commences full-time employment and then or subsequently receives health insurance benefits or (iii) until 90 days after the Executive commences full-time employment, such continuing coverage under the group health plans as an active employee of medical benefits that the Executive would otherwise have received under this Agreement (and at such costs to the Executive) as would have applied in the absence of such termination; (iii) all outstanding unvested options held by the Executive shall vest and become immediately exercisable, and the Executive shall become fully vested in any pension or other deferred compensation other than pension or deferred compensation under a plan intended to be eligible qualified under Section 401(a) or 403(a) of the Internal Revenue Code of 1986, as amended; and (iv) the Executive shall have no further rights to receive as an active employee any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder. (b) Nothing herein shall restrict the ability of the Company for twelve (12to amend or terminate the plans and programs referred to in Section 5.2(a)(ii)(B) months orfrom time to time in its sole discretion, if sooner, until and the Company shall in no event be required to provide any benefits otherwise required by such clause 5.2(a)(ii)(B) after such time as the Executive becomes eligible for substantially equivalent or greater medical entitled to receive benefits from a subsequent employer without exclusion of any pre-existing condition. It is agreed that the continuation of benefits provided hereunder following any termination of employment shall be in satisfaction of the Companysame type from another employer or recipient of the Executive's obligation services (such entitlement being determined without regard to provide continuation coverage under COBRAany individual waivers or other similar arrangements). All of The Executive's right to the payments and other benefits provided described in this Section 3.3 shall be subject to 5.2 is conditioned on his continued compliance with the execution provisions of the Waiver and Release of Claims attached hereto as Appendix D within thirty (30) days after the Executive's date of terminationSection 6, whether or not those provisions otherwise are enforceable.

Termination by the Company without Cause; Termination by the Executive for Good Reason. If (ia) The Company may terminate the Executive's employment is terminated by the Company during the Term without Cause, at any time for any reason or (ii) the Executive resigns for Good Reason, then, in addition to the Accrued Amounts, the Executive shall be entitled to the following payments and benefits: (x) a lump-sum payment equal to one times the sum of (A) Base Salary and (B) target Annual Bonus for the year of termination and (y) the Pro Rata Annual Bonusno reason. In the event that during the period of time after which the Company has given notice that it will not renew the Agreement, If the Company terminates the Executive's employment without Cause (including by giving notice of non-renewal of the Term pursuant to Section 1) other than for Cause, or if the Executive terminates his employment for Good Reason in accordance with Section 5.1(c), and in either such case the termination is not covered by Section 4, (i) the Executive shall receive Annual Salary and other benefits earned and accrued under this Agreement prior to the termination of employment (and reimbursement under this Agreement for Good Reason, he expenses incurred prior to the termination of employment); (ii) the Executive shall receive (A) a total cash payment equal to 150% of the full amount set forth in this paragraph, provided that the amount payable pursuant to clause sum of (x) shall be reduced by any amount paid in lieu the Executive’s Annual Salary and (y) the Executive's minimum Annual Bonus and of notice. Any amounts payable under this Section total cash payment, 75% of such payment shall be paid during the one-year period following termination of employment ( hereinafter referred to as the “first year’s payment”) as follows: one-third of the first year’s payment will be payable within thirty (30) five business days after the date of termination; the Executive's date remaining portion of termination the first year’s payment will be payable in equal bi-weekly installments; and the remaining 25% of the total cash payment described in clause (y) shall will be paid as promptly as practicable after the applicable year end audit is complete but in no event later than 120 payable within five business days following the end of the Performance Restricted Period. The Executive is also entitled ; and (B) for a period equal to the continuation on shortest of (i) twelve months after termination of employment, (ii) until the same terms Executive commences full-time employment and then or subsequently receives health insurance benefits or (iii) until 90 days after the Executive commences full-time employment, such continuing coverage under the group health plans as an active employee of medical benefits that the Executive would otherwise have received under this Agreement (and at such costs to the Executive) as would have applied in the absence of such termination; (iv) fifty percent (50%) of all outstanding unvested equity awards granted under the LTIP shall vest, and the Executive shall become fully vested in any pension or other deferred compensation other than pension or deferred compensation under a plan intended to be eligible to receive as an active employee qualified under Section 401(a) or 403(a) of the Company for twelve Internal Revenue Code of 1986, as amended; and (12v) months or, if sooner, until such time as the Executive becomes eligible for substantially equivalent shall have no further rights to any other compensation or greater medical benefits from a subsequent employer without exclusion of any pre-existing condition. It is agreed that hereunder on or after the continuation of benefits provided hereunder following any termination of employment shall be in satisfaction of the Company's obligation to provide continuation coverage under COBRA. All of the payments and benefits provided in this Section 3.3 shall be subject to the execution of the Waiver and Release of Claims attached hereto as Appendix D within thirty (30) days after the Executive's date of terminationemployment, or any other rights hereunder.

Termination by the Company without Cause; Termination by the Executive for Good Reason. If (i) The Company may terminate the Executive's ’s employment is terminated without Cause with 30 days’ prior written notice, effective upon the date specified in such notice. The Executive may terminate the Executive’s employment for Good Reason by providing the Company during written notice in the Term without Cause, or (ii) the Executive resigns for Good Reason, then, in addition to the Accrued Amounts, the Executive shall be entitled to the following payments and benefits: (x) a lump-sum payment equal to one times the sum of (A) Base Salary and (B) target Annual Bonus for the year of termination and (y) the Pro Rata Annual Bonusmanner set forth below. In the event that during the Term the Executive’s employment is terminated by the Company without Cause (other than due to the Executive’s death or Disability), or by the Executive for Good Reason (each, a “Qualifying Termination”), in each case, following the Start Date, and, in each case, subject to Section 5(g) (other than with respect to any Accrued Benefits, which are not subject to Section 5(g)), the Executive shall be entitled to: (i) the Accrued Benefits and, to the extent not previously paid, the Sign-On Bonus (to be paid within 10 days following the Termination Date); (ii) an amount in cash equal to two-times the sum of (i) the Executive’s Base Salary (without giving effect to any reduction or series of reductions giving rise to Good Reason) plus (ii) Target Annual Bonus (without giving effect to any reduction or series of reductions giving rise to Good Reason), payable in substantially equal monthly installments over the 24-month period of time after following the Termination Date; provided, however, that the first such payment shall not be made until the first payroll date following the date on which the Company has given notice Release (as defined below) becomes non-revocable pursuant to Section 5(g) and such first payment shall include any amounts that it will not renew would otherwise have been payable between the AgreementTermination Date and the date of such first payment; and provided, further, that if the Company terminates the Executive's employment without Cause or period that the Executive terminates has to consider and revoke the Agreement for Good Reason, he shall receive the full amount set forth in this paragraph, provided that the amount payable Release pursuant to clause Section 5(g) commences in one calendar year and ends in a subsequent calendar year, then the first such payment shall not be made until the second calendar year; 7 (iii) the Pro Rata Annual Bonus; (iv) unless a more favorable treatment is provided for by the post-emergence Board of Directors, (x) all RSUs and other time-based long-term incentive awards that would have become vested in the ordinary course had the Executive remained employed by the Company for 12 months after the Termination Date shall become fully vested as of the date on which the Release (as defined below) becomes effective, with the shares, cash or other property that become so vested to be reduced by any amount paid in lieu of notice. Any amounts payable under this Section shall be paid within thirty delivered not later than sixty (3060) days after the date of the Executive's date of termination applicable Termination Date and the payment described in clause (y) all PSUs and other performance-based long-term incentive awards shall remain outstanding for 12 months after the Termination Date and shall vest if they would have vested during that period had the Executive remained employed by the Company as of the applicable vesting date, which shares, cash or other property underlying the portion that becomes so vested to be paid as promptly as practicable delivered not later than sixty (60) days after the applicable year end audit is complete but vesting date (collectively, the treatment described in no event later than 120 days following this Section 5(d)(iv), the end of the Performance Period. The Executive is also entitled “Equity Extension”); and (v) subject to the Executive’s (A) timely election of continuation on coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and (B) continued copayment of premiums at the same terms as an active employee of medical benefits that level and cost to the Executive would otherwise be eligible to receive as if the Executive were an active employee of the Company (excluding, for twelve purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continued participation in the Company’s group health plan (12to the extent permitted under applicable law) months or, if sooner, until such time as that covers the Executive becomes (and the Executive’s eligible dependents) for a period of 18 months following the Termination Date at the Company’s expense; provided that the Executive is eligible and remains eligible for substantially equivalent or greater medical benefits from a subsequent employer without exclusion COBRA coverage; provided, further, that the Company may modify the continuation coverage contemplated by this Section 5(d)(v) to the extent reasonably necessary to avoid the imposition of any pre-existing condition. It is agreed excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable), provided that (if doing so would not result in such an excise tax), the Executive will be provided with a lump sum cash benefit on the same payment schedule should such benefit be reduced as a result of this proviso; and provided, further, that if the Executive obtains other employment that offers substantially comparable group health benefits, such continuation of benefits provided hereunder following any termination of employment coverage by the Company under this Section 5(d)(v) shall be in satisfaction of the Company's obligation to provide continuation coverage under COBRA. All of immediately cease (the payments described in clauses (ii) through (v), collectively, the “Severance Benefits”). Payments and benefits provided in this Section 3.3 5(d) shall be subject to in lieu of any termination or severance payments or benefits for which the execution Executive may be eligible under any of the Waiver and Release plans, policies or programs of Claims attached hereto as Appendix D within thirty (30) days after the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation. Following the termination of the Executive's date ’s employment by the Company without Cause or by the Executive for Good Reason, except as set forth in this Section 5(d), the Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of termination.doubt, if the Executive’s employment terminates pursuant to this Section 5(d), the Executive will not be entitled to receive the Company Breach Payment. 8

Termination by the Company without Cause; Termination by the Executive for Good Reason. If (i) the Executive's ’s employment is terminated by the Company during the Term without Cause, or (ii) the Executive resigns for Good Reason, then, in addition to the Accrued Amounts, the Executive shall be entitled to the following payments and benefits: (x) a lump-sum payment equal to one times the sum of (A) Base Salary and (B) target Annual Bonus for the year of termination and (y) the Pro Rata Annual Bonus. In the event that during the period of time after which the Company has given notice that it will not renew the Agreement, the Company terminates the Executive's ’s employment without Cause or the Executive terminates the Agreement for Good Reason, he she shall receive the full amount set forth in this paragraph, provided that the amount payable pursuant to clause (x) shall be reduced by any amount paid in lieu of notice. Any amounts payable under this Section shall be paid within thirty (30) days after the date of the Executive's ’s date of termination and the payment described in clause (y) shall be paid as promptly as practicable after the applicable year end audit is complete but in no event later than 120 days following the end of the Performance Period. The Executive is also entitled to the continuation on the same terms as an active employee of medical benefits that the Executive would otherwise be eligible to receive as an active employee of the Company for twelve (12) months or, if sooner, until such time as the Executive becomes eligible for substantially equivalent or greater medical benefits from a subsequent employer without exclusion of any pre-existing condition. It is agreed that the continuation of benefits provided hereunder following any termination of employment shall be in satisfaction of the Company's ’s obligation to provide continuation coverage under COBRA. All of the payments and benefits provided in this Section 3.3 shall be subject to the execution of the Waiver and Release of Claims attached hereto as Appendix D A within thirty twenty one (3021) days after the Executive's ’s date of termination.

Termination by the Company without Cause; Termination by the Executive for Good Reason. If (ia) The Company may terminate the Executive's employment is terminated by the Company during the Term without Cause, at any time for any reason or (ii) the Executive resigns for Good Reason, then, in addition to the Accrued Amounts, the Executive shall be entitled to the following payments and benefits: (x) a lump-sum payment equal to one times the sum of (A) Base Salary and (B) target Annual Bonus for the year of termination and (y) the Pro Rata Annual Bonusno reason. In the event that during the period of time after which the Company has given notice that it will not renew the Agreement, If the Company terminates the Executive's employment without Cause other than for Cause, or if the Executive terminates his employment for Good Reason in accordance with Section 5.1(c), and in either such case the termination is not covered by Section 4 or 5.3: (i) the Executive shall receive Annual Salary and other benefits earned and accrued under this Agreement prior to the termination of employment (and reimbursement under this Agreement for Good Reason, he expenses incurred prior to the termination of employment); (ii) the Executive shall receive (subject to the full amount set forth Executive's execution of a general release in this paragrapha form and substance satisfactory to the Company): (A) a cash payment equal to nine hundred thousand dollars ($900,000), provided that the amount one-third of which will be payable pursuant to clause (x) shall be reduced by any amount paid in lieu of notice. Any amounts payable under this Section shall be paid within thirty (30) five business days after the date of termination of employment and two-thirds of which will be payable in equal bi-weekly installments through the Executive's date applicable Restricted Period; (B) for a period equal to the shortest of (x) twelve months after termination and the payment described in clause of employment, (y) shall be paid as promptly as practicable the period ending when the Executive commences full-time employment with another employer and then or subsequently receives or is entitled to receive (without regard to any waivers) health insurance benefits or (z) the period ending 90 days after the applicable year end audit is complete but in no event later than 120 days following Executive commences full-time employment with another employer, such continuing coverage under the end of the Performance Period. The Executive is also entitled to the continuation on the same terms group health plans as an active employee of medical benefits that the Executive would otherwise be eligible have received under this Agreement (and at such costs to receive the Executive) as an active employee would have applied in the absence of the Company for twelve such termination; and (12iii) months or, if sooner, until such time as the Executive becomes eligible for substantially equivalent shall have no further rights to any other compensation or greater medical benefits from a subsequent employer without exclusion of any pre-existing condition. It is agreed that hereunder on or after the continuation of benefits provided hereunder following any termination of employment shall be in satisfaction of the Company's obligation to provide continuation coverage under COBRA. All of the payments and benefits provided in this Section 3.3 shall be subject to the execution of the Waiver and Release of Claims attached hereto employment, or any other rights hereunder, except as Appendix D within thirty (30) days after the Executive's date of terminationrequired by applicable law.

Termination by the Company without Cause; Termination by the Executive for Good Reason. If (i) The Company may terminate the Executive's ’s employment is terminated without Cause with 30 days’ prior written notice, effective upon the date specified in such notice. The Executive may terminate the Executive’s employment for Good Reason by providing the Company during written notice in the Term without Cause, or (ii) the Executive resigns for Good Reason, then, in addition to the Accrued Amounts, the Executive shall be entitled to the following payments and benefits: (x) a lump-sum payment equal to one times the sum of (A) Base Salary and (B) target Annual Bonus for the year of termination and (y) the Pro Rata Annual Bonusmanner set forth below. In the event that during the period of time after which Term the Executive’s employment is terminated by the Company has given notice that it will not renew the Agreement, the Company terminates without Cause (other than due to the Executive's employment without Cause ’s death or Disability), or by the Executive terminates the Agreement for Good Reason, he in each case, following the Start Date, and, in each case, subject to Section 4(g) (other than with respect to any Accrued Benefits, which are not subject to Section 4(g)), the Executive shall receive be entitled to: (i) the full Accrued Benefits (to be paid within 10 days following the Termination Date); (ii) an amount set forth in this paragraphcash equal to the sum of the Executive’s Base Salary (without giving effect to any reduction or series of reductions giving rise to Good Reason), provided payable in substantially equal monthly installments over the 12-month period following the Termination Date; provided, however, that the amount payable first such payment shall not be made until the first payroll date following the date on which the Release (as defined below) becomes non-revocable pursuant to clause Section 4(g) and such first payment shall include any amounts that would otherwise have been payable between the Termination Date and the date of such first payment; and provided, further, that if the period that the Executive has to consider and revoke the Release pursuant to Section 4(g) commences in one calendar year and ends in a subsequent calendar year, then the first such payment shall not be made until the second calendar year; (iii) the Pro Rata Annual Bonus; (iv) unless a more favorable treatment is provided for by the Board or Compensation Committee, (x) all RSUs and other time-based long-term incentive awards that would have become vested in the ordinary course had the Executive remained 5 employed by the Company for 12 months after the Termination Date shall become fully vested as of the date on which the Release (as defined below) becomes effective, with the shares, cash or other property that become so vested to be reduced by any amount paid in lieu of notice. Any amounts payable under this Section shall be paid within thirty delivered not later than sixty (3060) days after the applicable Termination Date (except for the Sign-On Grant, which will become fully vested and settled not later than sixty (60) days after the applicable vesting date of the Executive's date of termination in connection with such termination) and the payment described in clause (y) all PSUs and other performance-based long-term incentive awards shall remain outstanding for 12 months after the Termination Date and shall vest if they would have vested during that period had the Executive remained employed by the Company as of the applicable vesting date, which shares, cash or other property underlying the portion that becomes so vested to be paid as promptly as practicable delivered not later than sixty (60) days after the applicable year end audit is complete but vesting date (collectively, the treatment described in no event later than 120 days following this Section 4(d)(iv), the end of the Performance Period. The Executive is also entitled “Equity Extension”); and (v) subject to the Executive’s (A) timely election of continuation on coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and (B) continued copayment of premiums at the same terms as an active employee of medical benefits that level and cost to the Executive would otherwise be eligible to receive as if the Executive were an active employee of the Company (excluding, for twelve purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continued participation in the Company’s group health plan (12to the extent permitted under applicable law) months or, if sooner, until such time as that covers the Executive becomes (and the Executive’s eligible dependents) for a period of 12 months following the Termination Date at the Company’s expense; provided that the Executive is eligible and remains eligible for substantially equivalent or greater medical benefits from a subsequent employer without exclusion COBRA coverage; provided, further, that the Company may modify the continuation coverage contemplated by this Section 4(d)(v) to the extent reasonably necessary to avoid the imposition of any pre-existing condition. It is agreed excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable), provided that (if doing so would not result in such an excise tax), the Executive will be provided with a lump sum cash benefit on the same payment schedule should such benefit be reduced as a result of this proviso; and provided, further, that if the Executive obtains other employment that offers substantially comparable group health benefits, such continuation of benefits provided hereunder following any termination of employment coverage by the Company under this Section 4(d)(v) shall be in satisfaction of the Company's obligation to provide continuation coverage under COBRA. All of immediately cease (the payments described in clauses (ii) through (v), collectively, the “Severance Benefits”). Payments and benefits provided in this Section 3.3 4(d) shall be subject to in lieu of any termination or severance payments or benefits for which the execution Executive may be eligible under any of the Waiver and Release plans, policies or programs of Claims attached hereto as Appendix D within thirty (30) days after the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation. Following the termination of the Executive's date of termination’s employment by the Company without Cause or by the Executive for Good Reason, except as set forth in this Section 4(d), the Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Termination by the Company without Cause; Termination by the Executive for Good Reason. (a) The Company may terminate the Executive’s employment at any time for any reason or no reason. If the Company terminates the Executive’s employment (including by giving notice of non-renewal of the Term pursuant to Section 1) other than for Cause, or if the Executive terminates his employment for Good Reason in accordance with Section 5.1(c), and in either such case the termination is not covered by Section 4, (i) the Executive's Executive shall receive Annual Salary and other benefits earned and accrued under this Agreement prior to the termination of employment is terminated by (and reimbursement under this Agreement for expenses incurred prior to the Company during the Term without Cause, or termination of employment); (ii) the Executive resigns for Good Reason, then, in addition to the Accrued Amounts, the Executive shall be entitled to the following payments and benefits: receive (xA) a lump-sum total cash payment equal to one times 150% of the sum of (Ax) Base the Executive’s Annual Salary and (B) target Annual Bonus for the year of termination and (y) the Pro Rata Executive’s minimum Annual Bonus. In the event that during the period Bonus and of time after which the Company has given notice that it will not renew the Agreementthis total cash payment, the Company terminates the Executive's employment without Cause or the Executive terminates the Agreement for Good Reason, he shall receive the full amount set forth in this paragraph, provided that the amount payable pursuant to clause (x) shall be reduced by any amount paid in lieu 75% of notice. Any amounts payable under this Section such payment shall be paid during the one-year period following termination of employment ( hereinafter referred to as the “first year’s payment”) as follows: one-third of the first year’s payment will be payable within thirty (30) five business days after the date of termination; the Executive's date remaining portion of termination the first year’s payment will be payable in equal bi-weekly installments; and the remaining 25% of the total cash payment described in clause (y) shall will be paid as promptly as practicable after the applicable year end audit is complete but in no event later than 120 payable within five business days following the end of the Performance Restricted Period. The Executive is also entitled ; and (B) for a period equal to the continuation on shortest of (i) twelve months after termination of employment, (ii) until the same terms Executive commences full-time employment and then or subsequently receives health insurance benefits or (iii) until 90 days after the Executive commences full-time employment, such continuing coverage under the group health plans as an active employee of medical benefits that the Executive would otherwise have received under this Agreement (and at such costs to the Executive) as would have applied in the absence of such termination; (iii) fifty percent (50%) of all outstanding unvested equity awards granted under the LTIP shall vest, and the Executive shall become fully vested in any pension or other deferred compensation other than pension or deferred compensation under a plan intended to be eligible to receive as an active employee qualified under Section 401(a) or 403(a) of the Company for twelve Internal Revenue Code of 1986, as amended; and (12iv) months or, if sooner, until such time as the Executive becomes eligible for substantially equivalent shall have no further rights to any other compensation or greater medical benefits from a subsequent employer without exclusion of any pre-existing condition. It is agreed that hereunder on or after the continuation of benefits provided hereunder following any termination of employment shall be in satisfaction of the Company's obligation to provide continuation coverage under COBRA. All of the payments and benefits provided in this Section 3.3 shall be subject to the execution of the Waiver and Release of Claims attached hereto as Appendix D within thirty (30) days after the Executive's date of terminationemployment, or any other rights hereunder.

Termination by the Company without Cause; Termination by the Executive for Good Reason. If (i) The Company may terminate the Executive's ’s employment is terminated without Cause with 30 days’ prior written notice, effective upon the date specified in such notice. The Executive may terminate the Executive’s employment for Good Reason by providing the Company during written notice in the Term without Cause, or (ii) the Executive resigns for Good Reason, then, in addition to the Accrued Amounts, the Executive shall be entitled to the following payments and benefits: (x) a lump-sum payment equal to one times the sum of (A) Base Salary and (B) target Annual Bonus for the year of termination and (y) the Pro Rata Annual Bonusmanner set forth below. In the event that during the period of time after which Term the Executive’s employment is terminated by the Company has given notice that it will not renew the Agreement, the Company terminates without Cause (other than due to the Executive's employment without Cause ’s death or Disability), or by the Executive terminates the Agreement for Good Reason, he in each case, following the Start Date, and, in each case, subject to Section 4(g) (other than with respect to any Accrued Benefits, which are not subject to Section 4(g), the Executive shall receive be entitled to: (i) the full Accrued Benefits (to be paid within 10 days following the Termination Date); (ii) an amount set forth in this paragraphcash equal to the sum of the Executive’s Base Salary (without giving effect to any reduction or series of reductions giving rise to Good Reason), provided payable in substantially equal monthly installments over the 12-month period following the Termination Date; provided, however, that the amount payable first such payment shall not be made until the first payroll date following the date on which the Release (as defined below) becomes non-revocable pursuant to clause Section 4(g) and such first payment shall include any amounts that would otherwise have been payable between the Termination Date and the date of such first payment; and provided, further, that if the period that the Executive has to consider and revoke the Release pursuant to Section 4(g) commences in one calendar year and ends in a subsequent calendar year, then the first such payment shall not be made until the second calendar year; (iii) the Pro Rata Annual Bonus; (iv) unless a more favorable treatment is provided for by the post-emergence Board of Directors, (x) all RSUs and other time-based long-term incentive awards that would have become vested in the ordinary course had the Executive remained employed by the Company for 12 months after the Termination Date shall become fully vested as of the date on which the Release (as defined below) becomes effective, with the shares, cash or other property that become so vested to be reduced by any amount paid in lieu of notice. Any amounts payable under this Section shall be paid within thirty delivered not later than sixty (3060) days after the applicable Termination Date (except for the Sign-On Grant, which will become fully vested and settled not later than sixty (60) days after the applicable vesting date of the Executive's date of termination in connection with such termination) and the payment described in clause (y) all PSUs and other performance-based long-term incentive awards shall remain outstanding for 12 months after the Termination Date and shall vest if they would have vested during that period had the Executive remained employed by the Company as of the applicable vesting date, which shares, cash or other property underlying the portion that becomes so vested to be paid as promptly as practicable delivered not later than sixty (60) days after the applicable year end audit is complete but vesting date (collectively, the treatment described in no event later than 120 days following this Section 4(d)(iv), the end of the Performance Period. The Executive is also entitled “Equity Extension”); and (v) subject to the Executive’s (A) timely election of continuation on coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and (B) continued copayment of premiums at the same terms as an active employee of medical benefits that level and cost to the Executive would otherwise be eligible to receive as if the Executive were an active employee of the Company (excluding, for twelve purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continued participation in the Company’s group health plan (12to the extent permitted under applicable law) months or, if sooner, until such time as that covers the Executive becomes (and the Executive’s eligible dependents) for a period of 12 months following the Termination Date at the Company’s expense; provided that the Executive is eligible and remains eligible for substantially equivalent or greater medical benefits from a subsequent employer without exclusion COBRA coverage; provided, further, that the Company may modify the continuation coverage contemplated by this Section 4(d)(v) to the extent reasonably necessary to avoid the imposition of any pre-existing condition. It is agreed excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable), provided that (if doing so would not result in such an excise tax), the Executive will be provided with a lump sum cash benefit on the same payment schedule should such benefit be reduced as a result of this proviso; and provided, further, that if the Executive obtains other employment that offers substantially comparable group health benefits, such continuation of benefits provided hereunder following any termination of employment coverage by the Company under this Section 4(d)(v) shall be in satisfaction of the Company's obligation to provide continuation coverage under COBRA. All of immediately cease (the payments described in clauses (ii) through (v), collectively, the “Severance Benefits”). Payments and benefits provided in this Section 3.3 4(d) shall be subject to in lieu of any termination or severance payments or benefits for which the execution Executive may be eligible under any of the Waiver and Release plans, policies or programs of Claims attached hereto as Appendix D within thirty (30) days after the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation. Following the termination of the Executive's date of termination’s employment by the Company without Cause or by the Executive for Good Reason, except as set forth in this Section 4(d), the Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Termination by the Company without Cause; Termination by the Executive for Good Reason. If (a) For purposes of this Agreement, “Good Reason” shall mean, unless otherwise consented to by the Executive, (i) the material reduction of the Executive's employment ’s title, authority, duties and responsibilities or the assignment to the Executive of duties materially inconsistent with the Executive’s position or positions with the Company; (ii) a reduction in Annual Salary of the Executive; (iii) the Company’s material and willful breach of this Agreement. Notwithstanding the foregoing, (i) Good Reason shall not be deemed to exist unless notice of termination on account thereof (specifying a termination date no later than 30 days from the date of such notice) is terminated given no later than 30 days after the time at which the event or condition purportedly giving rise to Good Reason first occurs or arises and (ii) if there exists (without regard to this clause (ii)) an event or condition that constitutes Good Reason, the Company shall have 15 days from the date notice of such a termination is given to cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder. In the event of any notice of non-renewal of this Agreement by the Company during Company, as described in Section 1, then (i) the Term without CauseExecutive shall receive Annual Salary and other benefits (including any bonus for a fiscal year completed before termination) earned and accrued under this Agreement prior to the non-renewal of this Agreement (and reimbursement under this Agreement for expenses incurred prior to the termination of employment), or (ii) the Executive resigns shall receive a single-sum cash payment equal to the sum of (x) the 1.5 times Executive’s Annual Salary as in effect immediately before such non-renewal, and (y) the Executive’s bonus payable in accordance with the last sentence of Section 3.2 for the fiscal year in which such non-renewal occurs, payable upon the expiration of the Term, and (iii) all outstanding unvested equity-based awards (including without limitation stock options and restricted stock) held by the Executive shall fully vest and shall become immediately exercisable, as applicable. (b) The Company may terminate the Executive’s employment and the Executive may terminate the Executive’s employment with the Company at any time for any reason or no reason. If the Company terminates the Executive’s employment and the termination is not covered by Section 4 or 5.1, or the Executive terminates his employment for Good Reason, then, in addition to the Accrued Amounts, : (i) the Executive shall be entitled to the following payments and benefits: (x) receive a lumpsingle-sum payment equal to one times the sum of (A) Base accrued but unpaid Annual Salary and other benefits (Bincluding any bonus for a calendar year completed before termination) target Annual Bonus for the year of termination earned and (y) the Pro Rata Annual Bonus. In the event that during the period of time after which the Company has given notice that it will not renew the Agreement, the Company terminates the Executive's employment without Cause or the Executive terminates the Agreement for Good Reason, he shall receive the full amount set forth in this paragraph, provided that the amount payable pursuant to clause (x) shall be reduced by any amount paid in lieu of notice. Any amounts payable accrued under this Section shall be paid within thirty (30) days after the date of the Executive's date of termination and the payment described in clause (y) shall be paid as promptly as practicable after the applicable year end audit is complete but in no event later than 120 days following the end of the Performance Period. The Executive is also entitled Agreement prior to the continuation on the same terms as an active employee of medical benefits that the Executive would otherwise be eligible to receive as an active employee of the Company for twelve (12) months or, if sooner, until such time as the Executive becomes eligible for substantially equivalent or greater medical benefits from a subsequent employer without exclusion of any pre-existing condition. It is agreed that the continuation of benefits provided hereunder following any termination of employment shall be in satisfaction of the Company's obligation to provide continuation coverage (and reimbursement under COBRA. All of the payments and benefits provided in this Section 3.3 shall be subject Agreement for expenses incurred prior to the execution termination of employment); (ii) the Waiver Executive shall receive a single-sum payment of an amount equal to his Annual Salary (at the rate in effect immediately prior to termination) plus the highest bonus earned in the one year period prior to termination times 1.5; and (iii) all outstanding unvested equity-based awards (including without limitation stock options and Release of Claims attached hereto restricted stock) held by the Executive shall fully vest and shall become immediately exercisable, as Appendix D within thirty (30) days after the Executive's date of terminationapplicable.

Termination by the Company without Cause; Termination by the Executive for Good Reason. If (a) For purposes of this Agreement, “Good Reason” shall mean, unless otherwise consented to by the Executive, (i) the material reduction of the Executive's ’s authority, duties and responsibilities, the failure to continue the Executive’s appointment as Chairman of the Board, or the assignment to the Executive of duties materially inconsistent with the Executive’s position or positions with the Company; (ii) a reduction in Annual Salary of the Executive; (iii) the relocation of the Executive’s office to more than 100 miles from Salt Lake City, Utah; or (iv) the Company’s material and willful breach of this Agreement. Notwithstanding the foregoing, (i) Good Reason shall not be deemed to exist unless notice of termination on account thereof (specifying a termination date no later than 30 days from the date of such notice) is given no later than 30 days after the time at which the event or condition purportedly giving rise to Good Reason first occurs or arises and (ii) if there exists (without regard to this clause (ii)) an event or condition that constitutes Good Reason, the Company shall have 21 days from the date notice of such a termination is given to cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder. (b) During the Term, the Company may terminate the Executive’s employment at any time for any reason or no reason and the Executive may terminate the Executive’s employment with the Company for Good Reason. If the Company terminates the Executive’s employment and the termination is terminated not covered by Section 4, 5.1 or 5.3, or the Executive terminates his employment for Good Reason and the termination by the Company during Executive is not covered by Section 5.3, (i) the Term without Cause, or Executive shall receive Annual Salary and other benefits earned and accrued under this Agreement prior to the termination of employment (and reimbursement under this Agreement for expenses incurred prior to the termination of employment); (ii) the Executive resigns for Good Reason, then, in addition to the Accrued Amounts, the Executive shall be entitled to the following payments and benefits: receive (xA) a lump-sum cash payment equal to one two times the sum of (Ax) Base the Executive’s Annual Salary and (Bas in effect on the effective date of such termination) target Annual Bonus for the year of payable no later than 30 days after such termination and (y) the Pro Rata average of the two previous Annual Bonuses received by the Executive as provided for in Section 3.2, or, in the event the Executive has received only one Annual Bonus pursuant to Section 3.2 at the time of such termination, the Termination Bonus shall be equal to the amount of such Annual Bonus. In , or, in the event that during the Executive has not received any Annual Bonuses pursuant to Section 3.2 at the time of such termination, the Termination Bonus shall be equal to the Annual Bonus the Executive would have received under Section 3.2 if the Executive would have remained employed through the period of time after which the Company has given notice that it will not renew the Agreement, the Company terminates the Executive's employment without Cause or the Executive terminates the Agreement for Good Reason, he shall required to be entitled to receive the full amount set forth in this paragraphAnnual Bonus and satisfied all target performance objectives, provided that the amount payable pursuant to clause (x) shall be reduced by any amount paid in lieu of notice. Any amounts payable under this Section shall be paid within thirty (30) no later than 30 days after the date of the Executive's date of such termination and the payment described in clause (y) shall be paid or, if later, as promptly soon as practicable after the applicable year end audit is complete practicable, but in no event later more than 120 30 days following after, the end amount of the Performance Period. The Executive Termination Bonus is also entitled known) and (B) for a period of two years after termination of employment such continuing health benefits (including any medical, vision or dental benefits), under the Company’s health plans and programs applicable to senior executives of the continuation on the same terms Company generally as an active employee of medical benefits that the Executive would have received under this Agreement (and at such costs to the Executive) as would have applied in the absence of such termination (but not taking into account any post-termination increases in Annual Salary that may otherwise have occurred without regard to such termination and that may have favorably affected such benefits); (iii) all outstanding unvested options held by the Executive shall vest and become immediately exercisable and shall otherwise be eligible exercisable in accordance with their terms and the Executive shall become vested in any pension or other deferred compensation other than pension or deferred compensation under a plan intended to receive be qualified under Section 401(a) or 403(a) of the Internal Revenue Code of 1986, as an active employee amended; and (iv) except as otherwise required under applicable law, the Executive shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder. (c) Notwithstanding clause (ii)(B) of the second sentence of Section 5.2(b), (i) nothing herein shall restrict the ability of the Company for twelve to amend or terminate the plans and programs referred to in such clause (12ii)(B) months orfrom time to time in its sole discretion, if sooner, until and (ii) the Company shall in no event be required to provide any benefits otherwise required by such clause (ii)(B) after such time as the Executive becomes eligible for substantially equivalent or greater medical entitled to receive benefits from a subsequent employer without exclusion of any pre-existing condition. It is agreed that the continuation of benefits provided hereunder following any termination of employment shall be in satisfaction of the Company's obligation to provide continuation coverage under COBRA. All same type from another employer or recipient of the payments and benefits provided in this Section 3.3 shall be subject Executive’s services (such entitlement being determined without regard to the execution of the Waiver and Release of Claims attached hereto as Appendix D within thirty (30) days after the Executive's date of terminationany individual waivers or other similar arrangements).

Termination by the Company without Cause; Termination by the Executive for Good Reason. If (i) The Company may terminate the Executive's ’s employment is terminated without Cause with 30 days’ prior written notice, effective upon the date specified in such notice. The Executive may terminate the Executive’s employment for Good Reason by providing the Company during written notice in the Term without Cause, or (ii) the Executive resigns for Good Reason, then, in addition to the Accrued Amounts, the Executive shall be entitled to the following payments and benefits: (x) a lump-sum payment equal to one times the sum of (A) Base Salary and (B) target Annual Bonus for the year of termination and (y) the Pro Rata Annual Bonusmanner set forth below. In the event that during the period of time after which Term the Executive’s employment is terminated by the Company has given notice that it will not renew the Agreement, the Company terminates without Cause (other than due to the Executive's employment without Cause ’s death or Disability), or by the Executive terminates the Agreement for Good Reason, he in each case, following the Start Date, and, in each case, subject to Section 4(g) (other than with respect to any Accrued Benefits, which are not subject to Section 4(g)), the Executive shall receive be entitled to: (i) the full Accrued Benefits (to be paid within 10 days following the Termination Date); (ii) an amount set forth in this paragraphcash equal to the sum of the Executive’s Base Salary (without giving effect to any reduction or series of reductions giving rise to Good Reason), provided payable in substantially equal monthly installments over the 12-month period following the Termination Date; provided, however, that the amount payable first such payment shall not be made until the first payroll date following the date on which the Release (as defined below) becomes non-revocable pursuant to clause Section 4(g) and such first payment shall include any amounts that would otherwise have been payable between the Termination Date and the date of such first payment; and provided, further, that if the period that the Executive has to consider and revoke the Release pursuant to Section 4(g) commences in one calendar year and ends in a subsequent calendar year, then the first such payment shall not be made until the second calendar year; (iii) the Pro Rata Annual Bonus; (iv) unless a more favorable treatment is provided for by the Board or the Committee, (x) all RSUs and other time-based long-term incentive awards that would have become vested in the ordinary course had the Executive remained employed by the Company for 12 months after the Termination Date shall become fully vested as of the date on which the Release (as defined below) becomes effective, with the shares, cash or other property that become so vested to be reduced by any amount paid in lieu of notice. Any amounts payable under this Section shall be paid within thirty delivered not later than sixty (3060) days after the date of the Executive's date of termination applicable Termination Date, and the payment described in clause (y) all PSUs and other performance-based long-term incentive awards shall remain outstanding for 12 months after the Termination Date and shall vest if they would have vested during that period had the Executive remained employed by the Company as of the applicable vesting date, which shares, cash or other property underlying the portion that becomes so vested to be paid as promptly as practicable delivered not later than sixty (60) days after the applicable year end audit is complete but vesting date (collectively, the treatment described in no event later than 120 days this Section 4(d)(iv), the “Equity Extension”); (v) to the extent unpaid, payment of the Second Portion, payable on the 60th day following the end of the Performance Period. The Executive is also entitled Termination Date; and (vi) subject to the Executive’s (A) timely election of continuation on coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and (B) continued copayment of premiums at the same terms as an active employee of medical benefits that level and cost to the Executive would otherwise be eligible to receive as if the Executive were an active employee of the Company (excluding, for twelve purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continued participation in the Company’s group health plan (12to the extent permitted under applicable law) months or, if sooner, until such time as that covers the Executive becomes (and the Executive’s eligible dependents) for a period of 12 months following the Termination Date at the Company’s expense; provided that the Executive is eligible and remains eligible for substantially equivalent or greater medical benefits from a subsequent employer without exclusion COBRA coverage; provided, further, that the Company may modify the continuation coverage contemplated by this Section 4(d)(vi) to the extent reasonably necessary to avoid the imposition of any pre-existing condition. It is agreed excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable), provided that (if doing so would not result in such an excise tax), the Executive will be provided with a lump sum cash benefit on the same payment schedule should such benefit be reduced as a result of this proviso; and provided, further, that if the Executive obtains other employment that offers substantially comparable group health benefits, such continuation of benefits provided hereunder following any termination of employment coverage by the Company under this Section 4(d)(vi) shall be in satisfaction of the Company's obligation to provide continuation coverage under COBRA. All of immediately cease (the payments described in clauses (ii) through (vi), collectively, the “Severance Benefits”). Payments and benefits provided in this Section 3.3 4(d) shall be subject to in lieu of any termination or severance payments or benefits for which the execution Executive may be eligible under any of the Waiver and Release plans, policies or programs of Claims attached hereto as Appendix D within thirty (30) days after the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation. Following the termination of the Executive's date of termination’s employment by the Company without Cause or by the Executive for Good Reason, except as set forth in this Section 4(d), the Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Termination by the Company without Cause; Termination by the Executive for Good Reason. If The Company may terminate the employment of the Executive at any time without Cause (i) by giving the Executive's employment is terminated by Executive a Notice of Termination in accordance with Clause 14.2 hereof at least 12 months prior to the Company during the Term without Causeeffective date of such termination specified in such notice (a "Notice Period Termination"), or (ii) if the Company should so elect in its absolute discretion, with immediate effect upon delivery of a Notice of Termination in accordance with Clause 14.2 hereof, in which case the effective date of termination shall be the date of personal delivery of such Notice of Termination to the Executive resigns for Good Reason, then, in (an "Immediate Termination"). In addition to the Accrued Amountsrequirements of Clause 14.2 hereof, a Notice of Termination delivered by the Company pursuant to the immediately preceding sentence shall specify whether it is effecting a Notice Period Termination or an Immediate Termination. The Executive may terminate his employment by the Company at any time for Good Reason by giving a Notice of Termination to the Company in accordance with Clause 14.2 hereof, and the effective date of such termination shall be determined in accordance with Clause 10.1. 10.1.1 Except as provided in Clause 10.1.3, in the event of a Notice Period Termination, the Executive Company shall be entitled vest as of the effective date of such termination all options granted to the Executive under the Stock Option Plan and allow the Executive a period of 12 months following payments and benefitssuch effective date within which to exercise such options. 10.1.2 Except as provided in Clause 10.1.3, in the event of an Immediate Termination: (xa) the Company shall pay to the Executive, on the effective date of such termination, a lump-sum payment cash amount equal to one times the sum of (A) Base Salary and (B) target Annual Bonus Executive's annual salary for the year of in which such termination and occurs (y) the Pro Rata Annual Bonus. In the event that during the period of time after which the Company has given notice that it will not renew the Agreement, the Company terminates without giving effect to any reduction thereto unless such reduction was made with the Executive's employment without Cause or the Executive terminates the Agreement for Good Reason, he shall receive the full amount set forth in this paragraph, provided that the amount payable pursuant to clause (x) shall be reduced by any amount paid in lieu of notice. Any amounts payable under this Section shall be paid within thirty (30) days after the date of the Executive's date of termination and the payment described in clause (y) shall be paid as promptly as practicable after the applicable year end audit is complete but in no event later than 120 days following the end of the Performance Period. The Executive is also entitled to the continuation on the same terms as an active employee of medical benefits that the Executive would otherwise be eligible to receive as an active employee of the Company for twelve (12) months or, if sooner, until such time as the Executive becomes eligible for substantially equivalent or greater medical benefits from a subsequent employer without exclusion of any pre-existing condition. It is agreed that the continuation of benefits provided hereunder following any termination of employment shall be in satisfaction of the Company's obligation to provide continuation coverage under COBRA. All of the payments and benefits provided in this Section 3.3 shall be subject to the execution of the Waiver and Release of Claims attached hereto as Appendix D within thirty (30) days after the Executive's date of termination.prior written consent);

Termination by the Company without Cause; Termination by the Executive for Good Reason. If (a) For purposes of this Agreement, “Good Reason” shall mean, unless otherwise consented to by the Executive, (i) the material reduction of the Executive's ’s title, authority, duties and responsibilities or the assignment to the Executive of duties materially inconsistent with the Executive’s position or positions with the Company; (ii) a reduction in Annual Salary of the Executive; (iii) the Company’s material and willful breach of this Agreement (iv) Executive is required to relocate his office more than 30 miles outside of New York City or Philadelphia, Pennsylvania. Notwithstanding the foregoing, (i) Good Reason shall not be deemed to exist unless notice of termination on account thereof (specifying a termination date no later than 30 days from the date of such notice) is given no later than 30 days after the time at which the event or condition purportedly giving rise to Good Reason first occurs or arises and (ii) if there exists (without regard to this clause (ii)) an event or condition that constitutes Good Reason, the Company shall have 15 days from the date notice of such a termination is given to cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder. (b) The Company may terminate the Executive’s employment and the Executive may terminate the Executive’s employment with the Company at any time for any reason or no reason. If the Company terminates the Executive’s employment and the termination is terminated not covered by Section 4 or 5.1, or the Executive terminates his employment for Good Reason or in the event of any notice of non-renewal of this Agreement by the Company during Company, as described in Section 1: (i) the Term without Cause, or Executive shall receive a single-sum payment equal to accrued but unpaid Annual Salary and other benefits (including any bonus for a calendar year completed before termination) earned and accrued under this Agreement prior to the termination of employment (and reimbursement under this Agreement for expenses incurred prior to the termination of employment); (ii) the Executive resigns for Good Reason, then, in addition to the Accrued Amounts, the Executive shall be entitled to the following payments and benefits: (x) receive a lumpsingle-sum payment of an amount equal to one 3.0 times the sum of (Ax) Base Salary and (B) target Annual Bonus for the highest bonus earned in one year period preceding the date of termination and plus (y) the Pro Rata greater of (a) the average of the Annual Bonus. In Salary amounts paid to Executive over the event that during three calendar years prior to the period date of time after which Termination or, (b) if less than three years have elapsed between the Company has given notice that it will not renew date of this Agreement and the Agreementdate of termination, the Company terminates highest Annual Salary paid to Executive in any calendar year prior to the Executive's employment date of Termination or (c) if less than 12 months have elapsed from the date of this Agreement to the date of termination, the highest Annual Salary received in any month times 12; and (iii) all outstanding unvested equity-based awards (including without Cause or limitation stock options and restricted stock) held by the Executive terminates shall fully vest and shall become immediately exercisable, as applicable. Notwithstanding the Agreement for Good Reasonforegoing, he shall receive the full amount set forth in this paragraph, provided that the amount payable pursuant to clause (xno payments under Section 5.2(b) shall be reduced by made less than six months after termination to the extent required to comply with Section 409A of the Internal Revenue Code of 1986, as amended (in which case any amount paid in lieu of notice. Any amounts payable payments deferred under this Section provision shall be paid within thirty (30) days after upon the date of the Executive's date of termination and the payment described in clause (y) shall be paid as promptly as practicable after the applicable year end audit is complete but in no event later than 120 days following the end of the Performance Period. The Executive is also entitled to the continuation on the same terms as an active employee of medical benefits that the Executive would otherwise be eligible to receive as an active employee of the Company for twelve (12) months or, if sooner, until such time as the Executive becomes eligible for substantially equivalent or greater medical benefits from a subsequent employer without exclusion of any presix-existing condition. It is agreed that the continuation of benefits provided hereunder following any termination of employment shall be in satisfaction of the Company's obligation to provide continuation coverage under COBRA. All of the payments and benefits provided in this Section 3.3 shall be subject to the execution of the Waiver and Release of Claims attached hereto as Appendix D within thirty (30) days after the Executive's date month anniversary of termination).

Termination by the Company without Cause; Termination by the Executive for Good Reason. If (a) For purposes of this Agreement, “Good Reason” shall mean, unless otherwise consented to by the Executive, (i) the material reduction of the Executive's ’s title, authority, duties and responsibilities or the assignment to the Executive of duties materially inconsistent with the Executive’s position or positions with the Company; (ii) a reduction in Annual Salary of the Executive; (iii) the Company’s material and willful breach of this Agreement (iv) Executive is required to relocate his office more than 30 miles outside of Philadelphia, PA. Notwithstanding the foregoing, (i) Good Reason shall not be deemed to exist unless notice of termination on account thereof (specifying a termination date no later than 30 days from the date of such notice) is given no later than 30 days after the time at which the event or condition purportedly giving rise to Good Reason first occurs or arises and (ii) if there exists (without regard to this clause (ii)) an event or condition that constitutes Good Reason, the Company shall have 15 days from the date notice of such a termination is given to cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder. (b) The Company may terminate the Executive’s employment and the Executive may terminate the Executive’s employment with the Company at any time for any reason or no reason. If the Company terminates the Executive’s employment and the termination is terminated not covered by Section 4 or 5.1, or the Executive terminates his employment for Good Reason or in the event of any notice of non-renewal of this Agreement by the Company during Company, as described in Section 1: (i) the Term without Cause, or Executive shall receive a single-sum payment equal to accrued but unpaid Annual Salary and other benefits (including any bonus for a calendar year completed before termination) earned and accrued under this Agreement prior to the termination of employment (and reimbursement under this Agreement for expenses incurred prior to the termination of employment); (ii) the Executive resigns for Good Reason, then, in addition to the Accrued Amounts, the Executive shall be entitled to the following payments and benefits: (x) receive a lumpsingle-sum payment of an amount equal to one 3.0 times the sum of (Ax) Base Salary and (B) target Annual Bonus for the highest bonus earned in one year period period preceding the date of termination and plus (y) the Pro Rata greater of (a) the average of the Annual Bonus. In Salary amounts paid to Executive over the event that during the period of time after which the Company has given notice that it will not renew the Agreement, the Company terminates the Executive's employment without Cause or the Executive terminates the Agreement for Good Reason, he shall receive the full amount set forth in this paragraph, provided that the amount payable pursuant three calendar years prior to clause (x) shall be reduced by any amount paid in lieu of notice. Any amounts payable under this Section shall be paid within thirty (30) days after the date of Termination or, (b) if less than three years have elapsed between the Executive's date of termination this Agreement and the payment described in clause (y) shall be paid as promptly as practicable after the applicable year end audit is complete but in no event later than 120 days following the end of the Performance Period. The Executive is also entitled to the continuation on the same terms as an active employee of medical benefits that the Executive would otherwise be eligible to receive as an active employee of the Company for twelve (12) months or, if sooner, until such time as the Executive becomes eligible for substantially equivalent or greater medical benefits from a subsequent employer without exclusion of any pre-existing condition. It is agreed that the continuation of benefits provided hereunder following any termination of employment shall be in satisfaction of the Company's obligation to provide continuation coverage under COBRA. All of the payments and benefits provided in this Section 3.3 shall be subject to the execution of the Waiver and Release of Claims attached hereto as Appendix D within thirty (30) days after the Executive's date of termination, the highest Annual Salary paid to Executive in any calendar year prior to the date of Termination or (c) if less than 12 months have elapsed from the date of this Agreement to the date of termination, the highest Annual Salary received in any month times 12; and (iii) all outstanding unvested equity-based awards (including without limitation stock options and restricted stock) held by the Executive shall fully vest and shall become immediately exercisable, as applicable.