Common use of Termination by the Company Without Cause Clause in Contracts

Termination by the Company Without Cause. Except as provided in Section 6(d), if the Company terminates the Executive’s employment without Cause pursuant to Section 5(b), the Executive shall be entitled to receive, in addition to the items referenced in Section 6(a), the following: (i) continued payment of his Base Salary, at the rate in effect on his last day of employment, for a period of twenty-four (24) months (the “Severance Payment”). The Severance Payment shall be paid in approximately equal installments on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group; (ii) continued payment by the Company for the Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced in Section 6(c)(i) to the same extent that the Company paid for such coverage immediately prior to the termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting as of the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive by the Company Group; and (iv) a bonus equal to two (2) times the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within sixty (60) days following the end of the fiscal year in which such termination occurs. None of the benefits described in this Section 6(c) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, which has (and not until it has) become irrevocable, satisfactory to the Company in the reasonable exercise of its discretion, releasing the Company, its affiliates, including the REIT, and their officers, trustees and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employment.

Termination by the Company Without Cause. Except (a) The Company shall have the right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time without “Cause” (as provided defined in Section 6(d), if 6.2(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Sections 6.3 and 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 6.1. (b) If the Company terminates the Executive’s employment at any time without Cause pursuant to and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 5(b1.409A-1(h) a “Separation from Service”), the then Executive shall be entitled to receivereceive the Accrued Obligations (defined below) and, in addition subject to Executive’s compliance with the items referenced obligations in Section 6(a)6.1(c) below, then Executive shall also be entitled to receive (collectively, the following:“Severance Benefits”): (i) continued payment of his an amount equal to Executive’s then current Base Salary, at the rate in effect on his last day of employment, Salary for a period of twenty-four twelve (2412) months (the “Severance PaymentPeriod”). The Severance Payment shall be , less all applicable withholdings and deductions, paid in approximately equal installments beginning on the Company’s first regularly scheduled payroll date following the Release Effective Date (as defined in Section 6.1(c) below), with the remaining installments occurring on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Groupdates thereafter; (ii) continued payment by the Company for the Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced in Section 6(c)(i) an amount equal to the same extent unpaid bonus (if any) that the Company paid for such coverage immediately Executive would have earned pursuant to Section 2.2 with respect to any Performance Period completed prior to the termination date but for the employment requirement set forth in Section 2.2; and (iii) payment of the employer portion of the premiums required to continue Executive’s employment and subject to group health care coverage under the eligibility requirements and other terms and conditions applicable provisions of such insurance coveragethe Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that if any such Executive timely elects to continue coverage under COBRA, until the earliest of (A) the close of the Severance Period, (B) the expiration of Executive’s eligibility for the continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage shall become unavailable during in connection with new employment (such period from the twenty-four termination date through the earliest of (24A), (B) month severance periodor (C), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines in its sole discretion that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code, or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company thereafter shall be obliged only to will instead pay to Executive on the Executive an amount whichlast day of each remaining month of the COBRA Payment Period, after reduction for income and employment taxes, is a fully taxable cash payment equal to the employer COBRA premiums for such insurance that month, subject to applicable tax withholdings for the remainder of the COBRA Payment Period, regardless of whether Executive elects COBRA coverage (the “Special Severance Payment”). Executive may, but is not obligated to, use such severance period;Special Severance Payment toward the cost of COBRA premiums. If Executive becomes eligible for coverage under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the COBRA Payment Period, Executive must immediately notify the Company of such event, and all payments and obligations under this clause will cease. (c) Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) of this Agreement if: (i) Executive signs and delivers to the Company an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”), by the 60th day following the termination date or such earlier date as set forth in the Release, which cannot be revoked in whole or part (if applicable) by such date or such earlier date as set forth in the Release (the date that the Release can no longer be revoked is referred to as the “Release Effective Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) vesting as Executive returns all Company property in proper order and condition, reasonable wear and tear excepted, (including, but not limited to, all books, documents, papers, materials and any other property or assets relating to the business or affairs of the last day Company which may be in Executive’s possession or under his control but excluding copies of his employment in any unvested portion of any option records related to Executive’s compensation from the Company and any restricted shares previously issued to equity ownership in the Executive by the Company GroupCompany); and (iv) a bonus equal to Executive complies with all post-termination obligations under this Agreement and the Confidential Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in the Release. To the extent that any Severance Benefits are deferred compensation under Section 409A of the Code, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two (2) times calendar years, the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus Severance Benefits will not be made or a payment begin until the later calendar year. (d) For purposes of a bonus of $0this Agreement, “Accrued Obligations” are (i) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) accrued but unpaid salary through the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within sixty (60) days following the end of the fiscal year in which such termination occurs. None of the benefits described in this Section 6(c) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, which has (and not until it hasii) become irrevocable, satisfactory to the Company any unreimbursed business expenses incurred by Executive payable in the reasonable exercise of its discretion, releasing accordance with the Company, its affiliates, including the REIT’s standard expense reimbursement policies, and their officers, trustees (iii) benefits owed to Executive under any qualified retirement plan or health and employees, from any welfare benefit plan in which Executive was a participant in accordance with applicable law and all claims or potential claims arising from or related to the Executive’s employment or termination provisions of employmentsuch plan.

Termination by the Company Without Cause. Except as provided in Section 6(d)The Company may, if the Company terminates at any time and without prior written notice, terminate the Executive’s employment without Cause pursuant to Section 5(bCause. In the event that the Executive’s employment with the Company is terminated without Cause, the Executive shall receive the Accrued Benefits and any unpaid portion of the Annual Bonus from a prior year (payable when other senior executives receive their annual bonuses for such year, and in no event later than March 15 of the year following the year for which the Annual Bonus was earned). In addition, the Executive shall be entitled to receive, in addition to receive from the items referenced in Section 6(a), Company the following: : (i) continued payment of his Base Salaryseverance payments totaling (A) if the termination does not occur during the CIC Protection Period, at the rate in effect on his last day of employment, for a period of twenty-four twelve (2412) months of base salary, paid in equal installments according to the Company’s regular payroll schedule over the twelve (12) months following the Date of Termination (the “Severance PaymentPeriod”), or (B) if the termination occurs during the CIC Protection Period, twelve (12) months of base salary, paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable, (ii) (A) if the termination does not occur during the CIC Protection Period, a pro rata portion of the Annual Bonus for the year in which the Date of Termination occurs, based on the number of full months employed in such fiscal year and actual performance for such year, paid when other senior executives receive their annual bonuses for such year (and in no event later than March 15 of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal to the “COBRA” premium for Executive’s elected coverage as of the Date of Termination for twelve (12) months, payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable. The Severance Payment Executive’s entitlement to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the Date of Termination, and on such release becoming effective, and (B) the Executive’s continued compliance with the restrictive covenants set forth in Sections 6, 7 and 8; provided, that if such forty-five (45) day period begins in one taxable year and ends in the following taxable year, the payments described in (i) of the preceding sentence shall commence in the second taxable year (and any payments that would have been made in the first taxable year shall be paid in approximately equal installments on a lump sum at the Company’s regularly scheduled payroll datestime payments commence pursuant hereto). Except as specifically provided in this Section 5(b) or in another section of this Agreement, subject to or except as required by law, all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group; (ii) continued payment benefits provided by the Company for the Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced in Section 6(c)(i) to the same extent that the Company paid for such coverage immediately prior to the termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting under this Agreement or otherwise shall cease as of the last day Date of his employment Termination in any unvested portion the event of any option and any restricted shares previously issued a termination pursuant to this Section 5(b). For the avoidance of doubt, a Change in Control shall not, standing alone, make the Executive by the Company Groupeligible for any severance benefits pursuant to this Section 5(b) or Section 5(c); and (iv) rather, this Agreement includes a bonus equal “double-trigger” pursuant to two (2) times the greater of (x) the average of all bonuses paid to the Executive (taking into account which a payment of no bonus termination without Cause or a payment of resignation for Good Reason is a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within sixty (60) days prerequisite for any such benefits following the end of the fiscal year a Change in which such termination occurs. None of the benefits described in this Section 6(c) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, which has (and not until it has) become irrevocable, satisfactory to the Company in the reasonable exercise of its discretion, releasing the Company, its affiliates, including the REIT, and their officers, trustees and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employmentControl.

Termination by the Company Without Cause. Except as provided in Section 6(d), if Upon termination of this Agreement by the Company terminates the Executive’s employment without Cause pursuant to Section 5(bParagraph 6(e), except in connection with a termination in connection with a Sale: (i) the Company shall pay the Employee the Compensation Payment; (ii) the Company shall pay the Employee the Reimbursement; (iii) any Unvested Securities shall immediately be issued (in the case of the stock grants) and become exercisable or convertible (in the case of the stock options, warrants or other convertible securities); (iv) subject to the signing by Employee of a general release of all claims against the Company in a form and manner satisfactory to the Company, and after the expiration of any revocation rights under that general release, and subject to Executive’s compliance with post-termination obligations and any restrictive covenants, upon termination by the Company without Cause, the Company shall provide the Employee with severance equal to six (6) months of the Employee’s Base Salary and other employment benefits if terminated in the first twelve (12) months of employment and twelve (12) months of the Employee’s Base Salary and other employment benefits thereafter (“Severance”); and (v) subject to the same terms as the Severance, the Company shall pay Employee an amount equal to 100% of the Bonus paid to the Employee during the prior six (6) months. The Severance and Bonus shall be payable in equal payments over 12 months following the effective date of the termination, and shall be subject to all applicable withholdings and taxes. For purposes of clarity, to the extent the vesting or other provisions of any Unvested Securities conflict with the terms of this Paragraph 7(e), the Executive terms of this Paragraph 7(e) shall be entitled to receive, in addition to the items referenced in Section 6(a), the following: (i) continued payment of his Base Salary, at the rate in effect on his last day of employment, for a period of twenty-four (24) months (the “Severance Payment”). The Severance Payment shall be paid in approximately equal installments on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group; (ii) continued payment by the Company for the Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced in Section 6(c)(i) to the same extent that the Company paid for such coverage immediately prior to the termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting as of the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive by the Company Group; and (iv) a bonus equal to two (2) times the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within sixty (60) days following the end of the fiscal year in which such termination occurs. None of the benefits described in this Section 6(c) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, which has (and not until it has) become irrevocable, satisfactory to the Company in the reasonable exercise of its discretion, releasing the Company, its affiliates, including the REIT, and their officers, trustees and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employmentgovern.

Termination by the Company Without Cause. Except as provided in Section 6(d), if the Company terminates the Executive’s employment without Cause pursuant to Section 5(b), the Executive shall be entitled to receive, in addition to the items referenced in Section 6(a), the following: (i) continued payment of his Base Salary, at the rate in effect on his last day of employment, for a period of twenty-four twelve (2412) months (the “Severance Payment”). The Severance Payment shall be paid in approximately equal installments on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group; (ii) continued payment by the Company for the Executive’s life and health insurance coverage during the twenty-four twelve (2412) month severance period referenced in Section 6(c)(i) to the same extent that the Company paid for such coverage immediately prior to the termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four twelve (2412) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting as of the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive by the Company Group; and (iv) a bonus equal to two (2) times the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within sixty (60) days following the end of the fiscal year in which such termination occurs. None of the benefits described in this Section 6(c) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, which has (and not until it has) become irrevocable, satisfactory to the Company in the reasonable exercise of its discretion, releasing the Company, its affiliates, including the REIT, and their officers, trustees and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employment.

Termination by the Company Without Cause. Except (a) The Company shall have the right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time without “Cause” (as provided defined in Section 6(d), if 6.2(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Sections 6.3 and 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 6.1. (b) If the Company terminates the Executive’s employment at any time without Cause pursuant to and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 5(b1.409A-1(h) a “Separation from Service”), the then Executive shall be entitled to receivereceive the Accrued Obligations (defined below) and, in addition subject to Executive’s compliance with the items referenced obligations in Section 6(a)6.1(c) below, then Executive shall also be entitled to receive (collectively, the following:“Severance Benefits”): (i) continued payment of his an amount equal to Executive’s then current Base Salary, at the rate in effect on his last day of employment, Salary for a period of twenty-four nine (249) months (the “Severance PaymentPeriod”). The Severance Payment shall be , less all applicable withholdings and deductions, paid in approximately equal installments beginning on the Company’s first regularly scheduled payroll date following the Release Effective Date (as defined in Section 6.1(c) below), with the remaining installments occurring on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Groupdates thereafter; (ii) continued payment by the Company for the Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced in Section 6(c)(i) an amount equal to the same extent unpaid bonus (if any) that Executive would have earned pursuant to the Company paid for such coverage immediately Bonus Plan with respect to any Performance Period (as defined in the Bonus Plan) completed prior to the termination date but for the employment requirement set forth in Section 6.3 of the Bonus Plan; and (iii) payment of the employer portion of the premiums required to continue Executive’s employment and subject to group health care coverage under the eligibility requirements and other terms and conditions applicable provisions of such insurance coveragethe Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that if any such Executive timely elects to continue coverage under COBRA, until the earliest of (A) the close of the Severance Period, (B) the expiration of Executive’s eligibility for the continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage shall become unavailable during in connection with new employment (such period from the twenty-four termination date through the earliest of (24A), (B) month severance periodor (C), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines in its sole discretion that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code, or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company thereafter shall be obliged only to will instead pay to Executive on the Executive an amount whichlast day of each remaining month of the COBRA Payment Period, after reduction for income and employment taxes, is a fully taxable cash payment equal to the employer COBRA premiums for such insurance that month, subject to applicable tax withholdings for the remainder of the COBRA Payment Period, regardless of whether Executive elects COBRA coverage (the “Special Severance Payment”). Executive may, but is not obligated to, use such severance period;Special Severance Payment toward the cost of COBRA premiums. If Executive becomes eligible for coverage under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the COBRA Payment Period, Executive must immediately notify the Company of such event, and all payments and obligations under this clause will cease. (c) Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) of this Agreement if: (i) Executive signs and delivers to the Company an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”), by the 60th day following the termination date or such earlier date as set forth in the Release, which cannot be revoked in whole or part (if applicable) by such date or such earlier date as set forth in the Release (the date that the Release can no longer be revoked is referred to as the “Release Effective Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) vesting as Executive returns all Company property in proper order and condition, reasonable wear and tear excepted, (including, but not limited to, all books, documents, papers, materials and any other property or assets relating to the business or affairs of the last day Company which may be in Executive’s possession or under his control but excluding copies of his employment in any unvested portion of any option records related to Executive’s compensation from the Company and any restricted shares previously issued to equity ownership in the Executive by the Company GroupCompany); and (iv) a bonus equal to Executive complies with all post-termination obligations under this Agreement and the Confidential Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in the Release. To the extent that any Severance Benefits are deferred compensation under Section 409A of the Code, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two (2) times calendar years, the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus Severance Benefits will not be made or a payment begin until the later calendar year. (d) For purposes of a bonus of $0this Agreement, “Accrued Obligations” are (i) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) accrued but unpaid salary through the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within sixty (60) days following the end of the fiscal year in which such termination occurs. None of the benefits described in this Section 6(c) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, which has (and not until it hasii) become irrevocable, satisfactory to the Company any unreimbursed business expenses incurred by Executive payable in the reasonable exercise of its discretion, releasing accordance with the Company, its affiliates, including the REIT’s standard expense reimbursement policies, and their officers, trustees (iii) benefits owed to Executive under any qualified retirement plan or health and employees, from any welfare benefit plan in which Executive was a participant in accordance with applicable law and all claims or potential claims arising from or related to the Executive’s employment or termination provisions of employmentsuch plan.

Termination by the Company Without Cause. Except (a) The Company shall have the right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time without “Cause” (as provided defined in Section 6(d), if 6.2(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Sections 6.3 and 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 6.1. (b) If the Company terminates the Executive’s employment at any time without Cause pursuant to and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 5(b1 .409A- 1(h) a “Separation from Service”), the then Executive shall be entitled to receivereceive the Accrued Obligations (defined below) and, in addition subject to Executive’s compliance with the items referenced obligations in Section 6(a)6.1(c) below, then Executive shall also be entitled to receive (collectively, the following:“Severance Benefits”): (i) continued payment of his an amount equal to Executive’s then current Base Salary, at the rate in effect on his last day of employment, Salary for a period of twenty-four twelve (2412) months (the “Severance PaymentPeriod”). The Severance Payment shall be , less all applicable withholdings and deductions, paid in approximately equal installments beginning on the Company’s first regularly scheduled payroll date following the Release Effective Date (as defined in Section 6.1(c) below), with the remaining installments occurring on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Groupdates thereafter; (ii) continued payment by of that portion of the Company premiums required to continue Executive’s group health care coverage under the applicable provisions of Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) that exceeds the active employee rate, provided that Executive timely elects to continue coverage under COBRA, until the earliest of (A) the close of the Severance Period, (B) the expiration of Executive’s eligibility for the Executive’s life and continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment (such period from the termination date through the earliest of (A), (B) or (C), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines in its sole discretion that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code, or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings for the remainder of the COBRA Payment Period, regardless of whether Executive elects COBRA coverage (the “Special Severance Payment”). Executive may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA premiums. If Executive becomes eligible for coverage under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the twenty-four COBRA Payment Period, Executive must immediately notify the Company of such event, and all payments and obligations under this clause will cease. (24c) month severance period referenced Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) of this Agreement only if: (i) Executive signs and delivers to the Company an effective, general release of claims in Section 6(c)(ifavor of the Company and representatives, in a form acceptable to the Company (the “Release”), by the 60th day following the termination date or such earlier date as set forth in the Release, which cannot be revoked in whole or part (if applicable) by such date or such earlier date as set forth in the Release (the date that the Release can no longer be revoked is referred to as the “Release Effective Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the same extent that the Company paid for such coverage immediately prior to the termination date of the Executive’s employment and subject to termination date (or such other date as requested by the eligibility requirements and other Board); (iii) Executive returns all Company property in accordance with the terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting as of the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive by the Company GroupProprietary Information Agreement; and (iv) a bonus equal Executive complies and continues to comply with all post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in the Release. To the extent that any Severance Benefits are deferred compensation under Section 409A of the Code, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two (2) times calendar years, the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus Severance Benefits will not be made or a payment begin until the later calendar year. (d) For purposes of a bonus of $0this Agreement, “Accrued Obligations” are (i) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) accrued but unpaid salary through the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within sixty (60) days following the end of the fiscal year in which such termination occurs. None of the benefits described in this Section 6(c) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which has Executive was a participant in accordance with applicable law and the provisions of such plan. (e) The Severance Benefits provided to Executive pursuant to this Section 6.1 are in lieu of, and not until it has) become irrevocablein addition to, satisfactory any benefits to the which Executive may otherwise be entitled under any Company in the reasonable exercise of its discretionseverance plan, releasing the Company, its affiliates, including the REITpolicy or program, and their officersExecutive acknowledges and agrees that Executive shall have no rights or entitlements to any benefits or payments under any such plan, trustees and employees, from any and all claims policy or potential claims arising from or related to program. (f) Any damages caused by the termination of Executive’s employment or termination of employmentwithout Cause would be difficult to ascertain; therefore, the Severance Benefits for which Executive is eligible pursuant to Section 6.1(b) above in exchange for the Release is agreed to by the Parties as liquidated damages, to serve as full compensation, and not a penalty.

Termination by the Company Without Cause. Except as provided in Section 6(d)The Company may, if the Company terminates at any time and without prior written notice, terminate the Executive’s employment without Cause pursuant to Section 5(bCause. In the event that the Executive’s employment with the Company is terminated without Cause, the Executive shall receive the Accrued Benefits and any unpaid portion of the Annual Bonus from a prior year (payable when other senior executives receive their annual bonuses for such year, and in no event later than March 15 of the year following the year for which the Annual Bonus was earned). In addition, the Executive shall be entitled to receive, in addition to receive from the items referenced in Section 6(a), Company the following: : (i) continued payment of his Base Salaryseverance payments totaling (A) if the termination does not occur during the CIC Protection Period, at the rate in effect on his last day of employment, for a period of twenty-four nine (249) months of base salary, paid in equal installments according to the Company’s regular payroll schedule over the nine (9) months following the Date of Termination (the “Severance PaymentPeriod”), or (B) if the termination occurs during the CIC Protection Period, nine (9) months of base salary, paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable, (ii) (A) if the termination does not occur during the CIC Protection Period, a pro rata portion of the Annual Bonus for the year in which the Date of Termination occurs, based on the number of full months employed in such fiscal year and actual performance for such year, paid when other senior executives receive their annual bonuses for such year (and in no event later than March 15 of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal to the “COBRA” premium for Executive’s elected coverage as of the Date of Termination for nine (9) months, payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable. The Severance Payment Executive’s entitlement to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the Date of Termination, and on such release becoming effective, and (B) the Executive’s continued compliance with the restrictive covenants set forth in Sections 6, 7 and 8; provided, that if such forty-five (45) day period begins in one taxable year and ends in the following taxable year, the payments described in (i) of the preceding sentence shall commence in the second taxable year (and any payments that would have been made in the first taxable year shall be paid in approximately equal installments on a lump sum at the Company’s regularly scheduled payroll datestime payments commence pursuant hereto). Except as specifically provided in this Section 5(b) or in another section of this Agreement, subject to or except as required by law, all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group; (ii) continued payment benefits provided by the Company for the Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced in Section 6(c)(i) to the same extent that the Company paid for such coverage immediately prior to the termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting under this Agreement or otherwise shall cease as of the last day Date of his employment Termination in any unvested portion the event of any option and any restricted shares previously issued a termination pursuant to this Section 5(b). For the avoidance of doubt, a Change in Control shall not, standing alone, make the Executive by the Company Groupeligible for any severance benefits pursuant to this Section 5(b) or Section 5(c); and (iv) rather, this Agreement includes a bonus equal “double-trigger” pursuant to two (2) times the greater of (x) the average of all bonuses paid to the Executive (taking into account which a payment of no bonus termination without Cause or a payment of resignation for Good Reason is a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within sixty (60) days prerequisite for any such benefits following the end of the fiscal year a Change in which such termination occurs. None of the benefits described in this Section 6(c) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, which has (and not until it has) become irrevocable, satisfactory to the Company in the reasonable exercise of its discretion, releasing the Company, its affiliates, including the REIT, and their officers, trustees and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employmentControl.

Termination by the Company Without Cause. Except as provided in Section 6(d), if (a) The Company shall have the Company terminates the right to terminate Executive’s employment with the Company at any time without Cause pursuant (as defined in Section 6.2(b) below) by giving notice as described in Section 6.6 of this Agreement. (b) In the event Executive’s employment is terminated without Cause, then provided that the Executive executes a general release in favor of the Company, in form and substance acceptable to the Company (the “Release”), which Release is effective not later than 60 days following Executive’s separation from service (as defined under Treasury Regulation Section 1.409A-1(h), and without regard to any alternate definition thereunder, a “Separation from Service”), and subject to Section 5(b6.1(c), the Executive shall be entitled to receive, in addition to the items referenced in Section 6(a), the following: then (i) continued payment of his the Company shall continue to pay Executive as severance Executive’s then-effective Base Salary, at the rate in effect on his last day of employment, Salary for a period of twenty-four the first six (246) months following Executive’s Separation from Service (the “Severance PaymentPeriod”), less applicable withholdings and deductions, on the Company’s regular payroll dates and (ii) if Executive is participating in the Company’s group health insurance plans on the Separation from Service, and Executive timely elects and remains eligible for continued coverage under COBRA, or, if applicable, state insurance laws, the Company shall pay that portion of Executive’s COBRA premiums that the Company was paying prior to the Separation from Service for the Severance Period or for the continuation period for which Executive is eligible, whichever is shorter (such shorter period, the “COBRA Payment Period”). The Company’s COBRA premium payment obligation will end immediately if the Executive obtains health care insurance from any other source during the Severance Payment shall Period. However, if at any time the Company determines, in its discretion, that the payment of the COBRA premiums would be paid reasonably likely to result in approximately equal installments on a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) or any statute or regulation of similar effect (including, without limitation, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the Company’s regularly scheduled payroll datesportion of the COBRA premiums, the Company will instead pay Executive, on the first day of each month of the remainder of the COBRA Payment Period, a fully taxable cash payment equal to the portion of the COBRA premiums that the Company was paying prior to the date of Executive’s Separation from Service for that month, subject to all legally required payroll deductions applicable tax withholdings and withholdings for sums owed by deductions. (c) The Company will not make any payments to Executive with respect to any of the Executive benefits pursuant to Section 6.1(b) prior to the Company Group; (ii) continued payment by 60th day following Executive’s Separation from Service. On the 60th day following Executive’s Separation from Service, and provided that Executive has delivered an effective Release, the Company for will make the Executive’s life and health insurance coverage during the twenty-four (24first payment to Executive under Section 6.1(b) month severance period referenced in Section 6(c)(i) a lump sum equal to the same extent aggregate amount of payments that the Company would have paid for Executive through such coverage immediately prior to date had the termination payments commenced on the date of Executive’s Separation from Service through such 60th day, with the balance of the Executive’s employment and payments paid thereafter on the schedule described above, subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period;delay in payment required by Section 7.11. (iiid) vesting as of the last day of his employment The benefits provided to Executive pursuant to this Section 6.1 are in any unvested portion of any option and any restricted shares previously issued to the Executive by the Company Group; and (iv) a bonus equal to two (2) times the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter)lieu of, and (y) the most recent bonus paid not in addition to, any benefits to the Executive. Such bonus shall which Executive may otherwise be paid to the Executive within sixty (60) days following the end of the fiscal year in which such termination occurs. None of the benefits described in this Section 6(c) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of terminationentitled under any Company severance plan, which has (and not until it has) become irrevocable, satisfactory to the Company in the reasonable exercise of its discretion, releasing the Company, its affiliates, including the REIT, and their officers, trustees and employees, from any and all claims policy or potential claims arising from or related to the Executive’s employment or termination of employmentprogram.

Termination by the Company Without Cause. Except (a) The Company shall have the right to terminate Executive’s employment with the Company pursuant to this Section 2.3 at any time without Cause by giving notice as provided described in Section 6(d2.7. A termination pursuant to Sections 2.5 or 2.6 below is not a termination without Cause for purposes of this Section 2.3. (b) If Executive’s employment is terminated without Cause, then Executive shall be paid and become eligible for any Accrued Obligations. (c) If Executive’s employment is terminated without Cause, then, subject to Sections 2.12 and 2.13: (i) the Company shall pay to Executive an amount equal to twelve (12) months of his/her then current Base Salary, plus an additional amount equal to one hundred percent (100%) of Executive’s Target Bonus for the year in which the termination occurs, less applicable withholdings and deductions, paid in a lump sum on the Company’s first regular payroll date after the Release Date (as defined below); (ii) if Executive timely elects and if he/she remains eligible for continued coverage under COBRA, the Company will reimburse insurance premiums paid by Executive under the Company’s group health plan for the continuation of health care coverage under COBRA during the twelve- (12-) month period after the date of termination, provided that the Company shall be required to reimburse only up to the amount of the premiums it was paying on behalf of Executive and his eligible dependents immediately prior to the date of termination (and provided that such reimbursements shall cease if Executive becomes eligible for benefits under a group health plan of another employer); and (iii) all stock options, common stock subject to forfeiture, restricted stock units and other equity awards held by Executive at the time of his/her termination of employment that would have become vested and exercisable or free from repurchase restrictions, as applicable, during the twelve (12) month period commencing on the date of termination if Executive had remained employed during such period shall become vested and exercisable or free from such repurchase restrictions as of the Release Date; provided, however, that, in the case of equity awards subject to vesting based on criteria other than service (i.e., performance–based vesting), if no additional vesting shall be credited unless specifically authorized by the Company terminates Board or Compensation Committee. All other terms of such awards shall be governed by the plans, programs, agreements and other documents pursuant to which such equity awards were granted. (d) Executive shall not be entitled to receive a payment under any applicable short-term incentive compensation plan for the year in which his or her termination from employment occurs. If a termination without Cause occurs within three (3) months before or twelve (12) months follow a Change in Control, as defined in Section 2.10 below, then the enhanced benefits described in Section 2.10 will supersede the benefits described in this section. (e) Any damages caused by the termination of Executive’s employment without Cause would be difficult to ascertain, and, therefore, the severance for which Executive is eligible pursuant to Section 5(b), 2.3 in exchange for the Executive shall be entitled Release is agreed to receive, in addition to the items referenced in Section 6(a), the following: (i) continued payment of his Base Salary, at the rate in effect on his last day of employment, for a period of twenty-four (24) months (the “Severance Payment”). The Severance Payment shall be paid in approximately equal installments on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive parties as liquidated damages, to the Company Group; (ii) continued payment by the Company for the Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced in Section 6(c)(i) to the same extent that the Company paid for such coverage immediately prior to the termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting serve as of the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive by the Company Group; and (iv) a bonus equal to two (2) times the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter)full compensation, and (y) the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within sixty (60) days following the end of the fiscal year in which such termination occurs. None of the benefits described in this Section 6(c) will be payable unless the Executive has signed not a general release (attached hereto as Exhibit A) within 45 days of date of termination, which has (and not until it has) become irrevocable, satisfactory to the Company in the reasonable exercise of its discretion, releasing the Company, its affiliates, including the REIT, and their officers, trustees and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employmentpenalty.

Termination by the Company Without Cause. Except as provided in Section 6(dThe Company may terminate Employee’s employment at any time without Cause. In the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), if the Company terminates the Executive’s employment without Cause pursuant to Section 5(b), the Executive Employee shall be entitled to receive, in addition to the items referenced in Section 6(a), the followingto: (i) continued The Accrued Obligations; and (ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination with such amount determined based on actual performance during such fiscal year as determined by the Board; and (iii) A lump-sum cash payment of his Base Salary, at the rate in effect on his last day of employment, for a period of equal to (i) twenty-four (24) months (of the “Severance Payment”). The Severance Payment shall be paid Employee’s Base Salary in approximately equal installments on effect at the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group; time of termination plus (ii) continued payment by the Company for the Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced in Section 6(c)(i) to the same extent that the Company paid for such coverage immediately prior to the termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for total value of the remainder Annual Bonus amounts paid during the fiscal year immediately preceding the year of such severance period; (iii) vesting as of the last day of his employment in any unvested portion of any option and any restricted shares previously issued termination pursuant to the Executive by the Company GroupSection 2; and (iv) a bonus A lump sum cash payment equal to two eighteen (218) times the greater “applicable percentage” of (x) the average of all bonuses paid monthly COBRA premium cost applicable to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months Employee if Employee (or his dependents) were to elect COBRA coverage, or similar coverage as provided by similar state law, in connection with such termination, (for purposes hereof, the period “applicable percentage” shall be the percentage of Employee’s health care premium costs covered by the Company as of the Executive’s employment if shorterdate of termination). Any amounts payable to Employee under clause (i), and (yii), (iii) the most recent bonus paid to the Executive. Such bonus or (iv) of this Section 4(d) shall be paid to in lump sum on the Executive within sixty sixtieth (6060th) days day following the end date of Employee’s termination of employment (the fiscal year in which “Severance Benefits”), subject to Section 4(i) of this Agreement. Following such termination occurs. None of Employee’s employment by the benefits described Company without Cause, except as set forth in this Section 6(c) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination4(d), which has (and not until it has) become irrevocable, satisfactory Employee shall have no further rights to the Company in the reasonable exercise of its discretion, releasing the Company, its affiliates, including the REIT, and their officers, trustees and employees, from any and all claims compensation or potential claims arising from any other benefits under this Agreement or related to the Executive’s employment or termination of employmentotherwise.

Termination by the Company Without Cause. Except If the Employee’s employment is terminated by the Company without Cause as provided in Section 6(d4(d), if or the Employee terminates his employment during the Term, or the Employee terminates employment at the end of the Term after the Company terminates the Executive’s employment without Cause provides notice of intent not to renew pursuant to Section 5(b1 for reasons other than would provide grounds for a Cause termination, then the Company shall, through the Date of Termination, pay the Employee his or her Accrued Benefits. If the Employee signs a general release of claims substantially in the form which is attached as Exhibit A to this Agreement) (the “Release”) within twenty-one (21) days of the receipt of the form of the Release (extended to forty-five (45) days in the event of a group termination or exit incentive program) and does not revoke such Release during the seven (7) day revocation period: (i) the Company shall pay the Employee an amount equal to one time the sum of the Employee’s most recent Base Salary and any earned but unpaid Annual Bonus (the “Severance Amount”), with such amount to be paid out over twelve (12) months, commencing the Executive first full month following termination and in accordance with the Company’s normal payment schedule and policies and (ii) any unvested Employee RSUs/options/stocks shall be entitled to receive, deemed vested at the time of termination; and (iii) the Company shall pay the Employee an amount in addition cash equal to the items referenced in Section 6(aCompany’s premium amounts paid for coverage of Employee at the time of the Employee’s termination of coverage under the Company’s group medical, dental and vision programs for a period of twelve (12) months, to be paid directly to the Employee at the same times such payments would be paid on behalf of a current employee for such coverage; provided, however: (A) No payments shall be made under this paragraph (ii) unless and until the Employee timely elects continued coverage under such plan(s) pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 as amended (“COBRA”), ; (B) This paragraph (ii) shall not be read or construed as placing any restrictions upon amounts paid under this paragraph (ii) as to their use; (C) Payments under this paragraph (ii) shall cease as of the earliest to occur of the following: (i1) continued payment of his Base Salary, at the rate Employee is no longer eligible for and continuing to receive the COBRA coverage elected in effect on his last day of employment, for a period of twenty-four subparagraph (24) months (the “Severance Payment”A). The Severance Payment shall be paid in approximately equal installments on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group; (2) the time period set forth in the first sentence of this paragraph (ii) continued payment by the Company for the Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced in Section 6(c)(i) to the same extent that the Company paid for such coverage immediately prior to the termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period); (iii3) vesting as of the last day of his date on which the Employee first becomes eligible to enroll in a group health plan in which eligibility is based on employment with an employer, and (4) if the Company in any unvested portion of any option and any restricted shares previously issued good faith determines that payments under this paragraph (ii) would result in a discriminatory health plan pursuant to the Executive by the Company Group; andPatient Protection and Affordable Care Act of 2010, as amended. (iv) a bonus If the Employee has opted out of the Company’s group medical, dental and vision programs during the coverage year in which termination occurs, the Company shall add to the Severance Amount an amount equal to two twelve (212) times months of the greater Company’s monthly amount paid to employees who opt out from such coverage. (v) Each individual payment of Severance Amount under Section 5(b)(i), Section 5(b)(ii), and Section 5(b)(iii) of this Agreement, shall be deemed to be a separate “payment” for purposes and within the meaning of Treasury Regulation Section 1.409A-2(b)(2)(iii). (vi) Each individual payment of the Severance Amount under Section 5(b)(i), Section 5(b)(ii), and Section 5(b)(iii) of this Agreement, which are considered “non-qualified deferred compensation” (“NQDC”) under Section 409A shall be made on the date(s) provided herein and no request to accelerate or defer any such payment under this Agreement shall be considered or approved for any reason whatsoever, except as permitted under Section 409A and as the Company allows in its sole discretion. The Company may in its sole discretion accelerate or defer (but not beyond the time limit set forth below) any severance payments which do not constitute NQDC in order to allow for the payment of taxes due, but not beyond the time limit specified for such payment such that the payment would be treated as NQDC. Subject to the requirements of Section 409A, if any severance payment or reimbursement under Section 5(b) of this Agreement is determined in good faith by the Company to constitute NQDC payable to a “specified employee” as defined under Section 409A, then the Company shall make any such payment not earlier than the earlier of: (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-first payroll date which is six (366) months following the Employee’s separation from service (as defined under Section 409A) with the Company, or the period of the Executive’s employment if shorter), and (y) the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within sixty date of Employee’s death. (60vii) days following the end for purposes of this Section 5, “Section 409A” means Section 409A of the fiscal year in which such termination occurs. None Internal Revenue Code of the benefits described in this Section 6(c) will be payable unless the Executive has signed a general release (attached hereto 1986, as Exhibit A) within 45 days of date of termination, which has (and not until it has) become irrevocable, satisfactory to the Company in the reasonable exercise of its discretion, releasing the Company, its affiliates, including the REITamended, and their officers, trustees and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employmentregulations thereunder.

Termination by the Company Without Cause. Except (a) The Company shall have the right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time without “Cause” (as provided defined in Section 6(d), if 6.2(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Sections 6.3 and 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 6.1. (b) If the Company terminates the Executive’s employment at any time after the expiration of the Probationary Period without Cause pursuant to and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 5(b1 .409A- 1(h) a “Separation from Service”), the then Executive shall be entitled to receivereceive the Accrued Obligations (defined below) and, in addition subject to Executive’s compliance with the items referenced obligations in Section 6(a)6.1(c) below, then Executive shall also be entitled to receive (collectively, the following:“Severance Benefits”): (i) continued payment of his an amount equal to Executive’s then current Base Salary, at the rate in effect on his last day of employment, Salary for a period of twenty-four twelve (2412) months (the “Severance PaymentPeriod”). The Severance Payment shall be , less all applicable withholdings and deductions, paid in approximately equal installments beginning on the Company’s first regularly scheduled payroll date following the Release Effective Date (as defined in Section 6.1(c) below), with the remaining installments occurring on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Groupdates thereafter; (ii) continued payment by of that portion of the Company premiums required to continue Executive’s group health care coverage under the applicable provisions of Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) that exceeds the active employee rate, provided that Executive timely elects to continue coverage under COBRA, until the earliest of (A) the close of the Severance Period, (B) the expiration of Executive’s eligibility for the Executive’s life and continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment (such period from the termination date through the earliest of (A), (B) or (C), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines in its sole discretion that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code, or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings for the remainder of the COBRA Payment Period, regardless of whether Executive elects COBRA coverage (the “Special Severance Payment”). Executive may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA premiums. If Executive becomes eligible for coverage under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the twenty-four COBRA Payment Period, Executive must immediately notify the Company of such event, and all payments and obligations under this clause will cease. (24c) month severance period referenced Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) of this Agreement only if: (i) Executive signs and delivers to the Company an effective, general release of claims in Section 6(c)(ifavor of the Company and representatives, in a form acceptable to the Company (the “Release”), by the 60th day following the termination date or such earlier date as set forth in the Release, which cannot be revoked in whole or part (if applicable) by such date or such earlier date as set forth in the Release (the date that the Release can no longer be revoked is referred to as the “Release Effective Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the same extent that the Company paid for such coverage immediately prior to the termination date of the Executive’s employment and subject to termination date (or such other date as requested by the eligibility requirements and other Board); (iii) Executive returns all Company property in accordance with the terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting as of the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive by the Company GroupProprietary Information Agreement; and (iv) a bonus equal Executive complies and continues to comply with all post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in the Release. To the extent that any Severance Benefits are deferred compensation under Section 409A of the Code, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two (2) times calendar years, the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus Severance Benefits will not be made or a payment begin until the later calendar year. (d) For purposes of a bonus of $0this Agreement, “Accrued Obligations” are (i) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) accrued but unpaid salary through the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within sixty (60) days following the end of the fiscal year in which such termination occurs. None of the benefits described in this Section 6(c) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which has Executive was a participant in accordance with applicable law and the provisions of such plan. (e) The Severance Benefits provided to Executive pursuant to this Section 6.1 are in lieu of, and not until it has) become irrevocablein addition to, satisfactory any benefits to the which Executive may otherwise be entitled under any Company in the reasonable exercise of its discretionseverance plan, releasing the Company, its affiliates, including the REITpolicy or program, and their officersExecutive acknowledges and agrees that Executive shall have no rights or entitlements to any benefits or payments under any such plan, trustees and employees, from any and all claims policy or potential claims arising from or related to program. (f) Any damages caused by the termination of Executive’s employment or termination of employmentwithout Cause would be difficult to ascertain; therefore, the Severance Benefits for which Executive is eligible pursuant to Section 6.1(b) above in exchange for the Release is agreed to by the Parties as liquidated damages, to serve as full compensation, and not a penalty.

Termination by the Company Without Cause. Except (a) The Company shall have the right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time without “Cause” (as provided defined in Section 6(d), if 6.2(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Sections 6.5 and 6.6 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 6.1. (b) If the Company terminates the Executive’s employment at any time without Cause pursuant to and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 5(b1.409A-1(h), the without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall be entitled to receivereceive the Accrued Obligations (defined below) and, in addition subject to Executive’s compliance with the items referenced obligations in Section 6(a6.1(c) below, Executive shall be eligible to receive an amount equal to Executive’s then current Base Salary for 12 months, less all applicable withholdings and deductions (“Severance”), the following: (i) continued payment of his Base Salary, at the rate in effect on his last day of employment, for a period of twenty-four (24) months (the “Severance Payment”). The Severance Payment shall be paid in approximately equal installments beginning on the Company’s first regularly scheduled payroll date following the Release Effective Date (as defined in Section 6.1(c) below), with the remaining installments occurring on the Company’s regularly scheduled payroll datesdates thereafter. All vested options and restricted stock shall be treated in accordance with the terms of the [Plan] and the applicable stock option agreement or restricted stock agreement. The Company shall pay the premiums for Executive and his dependents of Executive’s group health insurance COBRA continuation coverage for 12 months following the date of Executive’s termination of employment, subject or, if earlier, until the date on which Executive become eligible to receive comparable benefits from another employer. (c) Executive will be paid all legally of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required payroll deductions and withholdings for sums owed by law. Executive shall receive the Severance pursuant to Section 6.1(b) of this Agreement if: (i) by the Executive 60th day following the date of Executive’s Separation from Service, he has signed and delivered to the Company Group; an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”), which cannot be revoked in whole or part by such date (the date that the Release can no longer be revoked is referred to as the “Release Effective Date”); and (ii) continued payment if he holds any other positions with the Company, he resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Company for the Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced in Section 6(c)(i) to the same extent that the Company paid for such coverage immediately prior to the termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; Board); (iii) vesting as of the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive by the he returns all Company Groupproperty; and (iv) a bonus equal to he complies with his post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) he complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. To the extent that any severance payments are deferred compensation under Section 409A of the Code, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two (2) times calendar years, the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus Severance will not be made or a payment begin until the later calendar year. (d) For purposes of a bonus of $0this Agreement, “Accrued Obligations” are (i) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) accrued but unpaid salary through the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within sixty (60) days following the end of the fiscal year in which such termination occurs. None of the benefits described in this Section 6(c) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, which has (and not until it hasii) become irrevocable, satisfactory to the Company any unreimbursed business expenses incurred by Executive payable in the reasonable exercise of its discretion, releasing accordance with the Company, its affiliates, including the REIT’s standard expense reimbursement policies, and their officers, trustees (iii) benefits owed to Executive under any qualified retirement plan or health and employees, from any welfare benefit plan in which Executive was a participant in accordance with applicable law and all claims or potential claims arising from or related to the Executive’s employment or termination provisions of employmentsuch plan.

Termination by the Company Without Cause. Except (a) The Company shall have the right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time without “Cause” (as provided defined in Section 6(d6.2(b) below), if . A termination pursuant to Sections 6.5 and/or 6.6 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 6.1. (b) If the Company terminates the Executive’s employment at any time without Cause pursuant to and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 5(b1.409A-1(h), the without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall be entitled to receivereceive the Accrued Obligations (defined below) and, in addition subject to Executive’s compliance with the items referenced obligations in Section 6(a6.1(c) below, Executive shall be eligible to receive an amount equal to Executive’s then current Base Salary for six (6) months, less all applicable withholdings and deductions (“Severance”), the following: (i) continued payment of his Base Salary, at the rate in effect on his last day of employment, for a period of twenty-four (24) months (the “Severance Payment”). The Severance Payment shall be paid in approximately equal installments beginning on the Company’s first regularly scheduled payroll date following the Release Effective Date (as defined in Section 6.1(c) below), with the remaining installments occurring on the Company’s regularly scheduled payroll datesdates thereafter. All vested options and restricted stock shall be treated in accordance with the terms of the Plan and the applicable stock option agreement or restricted stock agreement. The Company shall pay the premiums for Executive and his dependents of Executive’s group health insurance COBRA continuation coverage for six (6) months following the date of Executive’s termination of employment, subject or, if earlier, until the date on which Executive becomes eligible to receive comparable benefits from another employer. (c) Executive will be paid all legally of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required payroll deductions and withholdings for sums owed by law. Executive shall receive the Severance pursuant to Section 6.1(b) of this Agreement if: (i) by the Executive 60th day following the date of Executive’s Separation from Service, he has signed and delivered to the Company Group; an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”), which cannot be revoked in whole or part by such date (the date that the Release can no longer be revoked is referred to as the “Release Effective Date”); and (ii) continued payment if he holds any other positions with the Company, he resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Company for the Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced in Section 6(c)(i) to the same extent that the Company paid for such coverage immediately prior to the termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; Board); (iii) vesting as of the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive by the he returns all Company Groupproperty; and (iv) a bonus equal to he complies with his post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) he complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in the Release. To the extent that any severance payments are deferred compensation under Section 409A of the Code, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two (2) times calendar years, the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus Severance will not be made or a payment begin until the later calendar year. (d) For purposes of a bonus of $0this Agreement, “Accrued Obligations” are (i) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) accrued but unpaid salary through the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within sixty (60) days following the end of the fiscal year in which such termination occurs. None of the benefits described in this Section 6(c) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, which has (and not until it hasii) become irrevocable, satisfactory to the Company any unreimbursed business expenses incurred by Executive payable in the reasonable exercise of its discretion, releasing accordance with the Company, its affiliates, including the REIT’s standard expense reimbursement policies, and their officers, trustees (iii) benefits owed to Executive under any qualified retirement plan or health and employees, from any welfare benefit plan in which Executive was a participant in accordance with applicable law and all claims or potential claims arising from or related to the Executive’s employment or termination provisions of employmentsuch plan.

Termination by the Company Without Cause. Except (a) The Company shall have the right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time without “Cause” (as provided defined in Section 6(d)6.2(b) below) by giving thirty (30) days’ advance notice as described in Section 7.1 of this Agreement; provided, if however, that the Company may elect for you to be on leave or to perform modified duties at any time between the date of notice and the date of termination. A termination pursuant to Sections 6.3 and 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 6.1. (b) If the Company terminates the Executive’s employment at any time without Cause pursuant to and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 5(b1.409A-1(h) a “Separation from Service”), the then Executive shall be entitled to receivereceive the Accrued Obligations (defined below) and, in addition subject to Executive’s compliance with the items referenced obligations in Section 6(a)6.1(c) below, then Executive shall also be entitled to receive (collectively, the following:“Severance Benefits”): (i) continued payment of his an amount equal to Executive’s then current Base Salary, at the rate in effect on his last day of employment, Salary for a period of twenty-four twelve (2412) months (the “Severance PaymentPeriod”). The Severance Payment shall be , less all applicable withholdings and deductions, paid in approximately equal installments beginning on the Company’s first regularly scheduled payroll date following the Release Effective Date (as defined in Section 6.1(c) below), with the remaining installments occurring on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Groupdates thereafter; (ii) continued payment by an amount equal to the bonus that Executive would have earned pursuant to Section 2.2 if Executive had remained employed through the end of the applicable fiscal year in which the termination date occurs, pro-rated based on the number of days that Executive was employed with the Company during the applicable fiscal year, payable on the date that such bonus is paid to the Company’s other executives; and (iii) payment of the employer portion of the premiums required to continue Executive’s group health care coverage under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that Executive timely elects to continue coverage under COBRA, until the earliest of (A) the close of the Severance Period, (B) the expiration of Executive’s eligibility for the Executive’s life and continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage during in connection with new employment (such period from the twenty-four termination date through the earliest of (24A), (B) month severance period referenced or (C), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines in its sole discretion that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 6(c)(i105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the same extent that 2010 Patient Protection and Affordable Care Act, as amended by the Company paid for such coverage immediately prior to 2010 Health Care and Education Reconciliation Act), then in lieu of providing the termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance periodCOBRA premiums, the Company thereafter shall be obliged only to will instead pay to Executive on the Executive an amount whichlast day of each remaining month of the COBRA Payment Period, after reduction for income and employment taxes, is a fully taxable cash payment equal to the employer COBRA premiums for such insurance that month, subject to applicable tax withholdings for the remainder of the COBRA Payment Period, regardless of whether Executive elects COBRA coverage (the “Special Severance Payment”). Executive may, but is not obligated to, use such severance period; (iii) vesting as Special Severance Payment toward the cost of the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive by the Company Group; and (iv) a bonus equal to two (2) times the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within sixty (60) days following the end of the fiscal year in which such termination occurs. None of the benefits described in this Section 6(c) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, which has (and not until it has) become irrevocable, satisfactory to the Company in the reasonable exercise of its discretion, releasing the Company, its affiliates, including the REIT, and their officers, trustees and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employment.COBRA

Termination by the Company Without Cause. Except (a) The Company shall have the right to terminate Employee’s employment with the Company pursuant to this Section 6.1 at any time without “Cause” (as provided defined in Section 6(d), if the Company terminates the Executive’s employment without Cause 6.2(a) below) by giving notice as described in Section 6.8 of this Agreement. A termination pursuant to Section 5(b6.4, 6.6, or 6.7 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 6.1. (b) In the event Employee’s employment is terminated without Cause, then provided that the Employee executes and does not revoke a separation agreement that includes a general release substantially in the form attached hereto as Exhibit A (the “Release”), and subject to Section 6.1(c) (the Executive shall date that the Release becomes effective and may no longer be entitled revoked by the Employee is referred to receive, in addition to as the items referenced in Section 6(a“Release Date”), the followingthen: (i) continued payment the Company shall pay to Employee an amount equal to [ ] months’ of his Employee’s then current Base Salary, at the rate in effect on his last day of employment, for a period of twenty-four (24) months less applicable withholdings and deductions (the “Severance Payment”). The Severance Payment shall be paid , in approximately equal installments in accordance with the Company’s ordinary payroll practices commencing on the Company’s regularly scheduled first regular payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group; (ii) continued payment by the Company for the Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced in Section 6(c)(i) to the same extent date that the Company paid for such coverage immediately prior to the termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting as of the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive by the Company Group; and (iv) a bonus equal to two (2) times the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within more than sixty (60) days following the Separation Date (as defined below), provided that the first payment shall be for any accrued Base Salary for the sixty (60) day period plus the period from the sixtieth (60th) day until the regular payroll date, if applicable, and all salary continuation payments thereafter, if any, shall be made on the Company’s regular payroll dates; (ii) if the Employee timely elects continued coverage under COBRA for himself and his covered dependents under the Company’s group health plans following such termination, then the Employee will be entitled to the following COBRA benefits (the “COBRA Benefits,” together with the Severance Payment, the “Severance Benefits”): the Company shall pay the COBRA premiums necessary to continue the Employee’s and his covered dependents’ health insurance coverage in effect for himself (and his covered dependents) on the termination date until the earliest of (x) [ ] months following the termination date (the “COBRA Severance Period”); (y) the date when the Employee becomes eligible for health insurance coverage in connection with new employment or self-employment; or (iii) the date the Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on the Employee’s behalf would result in a violation of applicable law (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay the Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Employee’s payment of COBRA premiums and without regard to the expiration of the COBRA period prior to the end of the fiscal year in which such termination occursCOBRA Payment Period. None of the benefits described Nothing in this Agreement shall deprive the Employee of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company. (c) Employee shall not receive the Severance Benefits pursuant to Section 6(c6.1(b) will be payable unless he executes the Executive has signed a general release (attached hereto as Exhibit A) Release within 45 days of date of terminationthe consideration period specified therein, which has shall in no event be more than sixty (60) days, and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to Section 6.1(b) is further conditioned upon his: returning all Company property; complying with his post-termination obligations under this Agreement and the Proprietary Information Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (d) The benefits provided to Employee pursuant to this Section 6.1 are in lieu of, and not until it hasin addition to, any benefits to which Employee may otherwise be entitled under any Company severance plan, policy or program. (e) become irrevocableThe damages caused by the termination of Employee’s employment without Cause would be difficult to ascertain; therefore, satisfactory the Severance Benefits for which Employee is eligible pursuant to Section 6.1(b) above in exchange for the Company in Release are agreed to by the reasonable exercise of its discretionparties as liquidated damages, releasing the Company, its affiliates, including the REITto serve as full compensation, and their officers, trustees and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employmentnot a penalty.

Termination by the Company Without Cause. Except (a) The Company shall have the right to terminate Executive’s employment with the Company pursuant to this Section 2.3 at any time without Cause by giving notice as provided described in Section 6(d2.7. A termination pursuant to Sections 2.5 or 2.6 below is not a termination without Cause for purposes of this Section 2.3. (b) If Executive’s employment is terminated without Cause, then Executive shall be paid and become eligible for any Accrued Obligations. (c) If Executive’s employment is terminated without Cause, then, subject to Sections 2.12 and 2.13: (i) the Company shall pay to Executive an amount equal to twelve (12) months of his/her then current Base Salary, plus an additional amount equal to one hundred percent (100%) of Executive’s Target Bonus for the year in which the termination occurs, less applicable withholdings and deductions, paid in a lump sum on the Company’s first regular payroll date after the Release Date (as defined below); (ii) if Executive timely elects and if he/she remains eligible for continued coverage under COBRA, the Company will reimburse insurance premiums paid by Executive under the Company’s group health plan for the continuation of health care coverage under COBRA during the twelve- (12-) month period after the date of termination, provided that the Company shall be required to reimburse only up to the amount of the premiums it was paying on behalf of Executive and his eligible dependents immediately prior to the date of termination (and provided that such reimbursements shall cease if Executive becomes eligible for benefits under a group health plan of another employer); and (iii) all stock options, common stock subject to forfeiture, restricted stock units and other equity awards held by Executive at the time of his/her termination of employment that would have become vested and exercisable or free from repurchase restrictions, as applicable, during the twelve (12) month period commencing on the date of termination if Executive had remained employed during such period shall become vested and exercisable or free from such repurchase restrictions as of the Release Date; provided, however, that, in the case of equity awards subject to vesting based on criteria other than service (i.e., performance-based vesting), if no additional vesting shall be credited unless specifically authorized by the Company terminates Board or Compensation Committee. All other terms of such awards shall be governed by the plans, programs, agreements and other documents pursuant to which such equity awards were granted. (d) Executive shall not be entitled to receive a payment under any applicable short-term incentive compensation plan for the year in which his or her termination from employment occurs. If a termination without Cause occurs within three (3) months before or twelve (12) months follow a Change in Control, as defined in Section 2.10 below, then the enhanced benefits described in Section 2.10 will supersede the benefits described in this section. (e) Any damages caused by the termination of Executive’s employment without Cause would be difficult to ascertain, and, therefore, the severance for which Executive is eligible pursuant to Section 5(b), 2.3 in exchange for the Executive shall be entitled Release is agreed to receive, in addition to the items referenced in Section 6(a), the following: (i) continued payment of his Base Salary, at the rate in effect on his last day of employment, for a period of twenty-four (24) months (the “Severance Payment”). The Severance Payment shall be paid in approximately equal installments on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive parties as liquidated damages, to the Company Group; (ii) continued payment by the Company for the Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced in Section 6(c)(i) to the same extent that the Company paid for such coverage immediately prior to the termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting serve as of the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive by the Company Group; and (iv) a bonus equal to two (2) times the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter)full compensation, and (y) the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within sixty (60) days following the end of the fiscal year in which such termination occurs. None of the benefits described in this Section 6(c) will be payable unless the Executive has signed not a general release (attached hereto as Exhibit A) within 45 days of date of termination, which has (and not until it has) become irrevocable, satisfactory to the Company in the reasonable exercise of its discretion, releasing the Company, its affiliates, including the REIT, and their officers, trustees and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employmentpenalty.

Termination by the Company Without Cause. Except as provided in (a) This Agreement and the employment of Consultant hereunder will terminate immediately upon delivery to Consultant of written notice of termination by the Company, which will be deemed “without Cause” unless termination is expressly stated to be pursuant to any of Section 6(d)7.1, if 7.2 or 7.6. (b) Upon termination of this Consultant’s employment pursuant to this Section 7.5, the Company terminates will pay to Consultant, on the Executive’s employment Termination Date, a lump sum payment of an amount equal to the Accrued Compensation plus the amount Consultant would have earned as Consulting Compensation during the remaining scheduled Term (determined without Cause regard to the termination of this Agreement under this Section 7.5). In addition to the foregoing, and notwithstanding the provisions of any other agreement to the contrary, (i) all options to purchase Common Stock of the Company that have been granted to Consultant by the Company will become immediately exercisable on the Termination Date and all other equity awards that have been awarded to Consultant, including restricted awards, will become fully vested on the Termination Date and no longer subject to restrictions on transfer (except for performance-based awards, which shall vest only upon satisfaction of the applicable performance goals) and, notwithstanding any other agreement to the contrary, will remain exercisable for the full term of each such option or award; and (ii) the Company will continue to provide to Consultant all other benefits that would otherwise be payable to Consultant pursuant to Section 5(b), 4.2(a) and the Executive shall automobile expense reimbursements that would otherwise be entitled payable to receive, in addition Consultant pursuant to the items referenced in Section 6(a), the following: (i4.2(b) continued payment of his Base Salary, at the rate in effect on his last day of employment, for a period of twenty-four (24) months (the “Severance Payment”). The Severance Payment shall be paid in approximately equal installments on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group; (ii) continued payment by the Company hereof for the Executive’s life and health insurance coverage during the twenty-four remaining Term (24) month severance period referenced in Section 6(c)(i) to the same extent that the Company paid for such coverage immediately prior determined without regard to the termination of the Executive’s employment and subject Agreement pursuant to this Section 7.5), to the eligibility requirements extent permitted by applicable laws and other terms and conditions of such insurance coverageeach governing contract, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay medical benefits will continue solely pursuant to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting as of the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive by the Company Group; and (iv) a bonus equal to two (2) times the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within sixty (60) days following the end of the fiscal year in which such termination occurs. None of the benefits described in this Section 6(c) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, which has (and not until it has) become irrevocable, satisfactory to the Company in the reasonable exercise of its discretion, releasing the Company, its affiliates, including the REIT, and their officers, trustees and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employmentMedical Benefits Coverage Agreement.

Termination by the Company Without Cause. Except as provided in Section 6(d), (i) The Company agrees that if it were to terminate your employment during the Company terminates the Executive’s employment Term without Cause pursuant (as defined below): (A) within 60 days following your termination of employment, you would be entitled to Section 5(b)receive a lump sum severance payment in the gross amount of $134,456.40 (representing six months of your current base salary) less applicable payroll taxes and deductions; and (B) within 60 days following your termination of employment, the Executive shall but no later than August 29, 2008, you would be entitled to receive, in addition to depending upon the items referenced Choice which you selected in Section 6(a)2 above, either the following: full amount of the Retention Bonus (iless applicable payroll taxes and deductions) continued payment or 100% vesting of his Base Salary, at the rate in effect on his last day of employment, for a period of twenty-four (24) months (the “Severance Payment”). The Severance Payment shall be paid in approximately equal installments on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group;Retention Option Grant. (ii) continued payment For purposes of this Agreement, Cause is defined as only: (A) your conviction of (or plea of nolo contendere to) a felony or any crime which involves moral turpitude, (B) the good faith determination by the Board of Directors of the Company for that you have failed to perform a material amount of your duties (other than a failure to perform duties resulting from your incapacity due to physical or mental illness), which failure to perform duties shall not have been cured within thirty (30) days after your receipt of written notice thereof from the ExecutiveBoard specifying with reasonable particularity such alleged failure; (C) any absence from the Company’s life and health insurance coverage during regular full-time employment in excess of three consecutive days that is not due to a vacation, participation in a permitted activity, bona fide illness, disability, death or other reason expressly authorized by the twenty-four Board in advance; (24D) month severance period referenced any act or acts of personal dishonesty (including, without limitation, any ixxxxxx xxxxxxx or unauthorized trading in Section 6(c)(ithe Company’s securities); (E) the violation of your fiduciary duties to the same extent that Company, or the Company paid for such coverage immediately prior violation of any law, statute or regulation relating to the termination operation of the ExecutiveCompany’s employment and subject business; (F) misconduct that impairs your ability effectively to perform the eligibility requirements and other terms and conditions duties or responsibilities of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four your position; or (24G) month severance period, the Company thereafter shall be obliged only to pay to the Executive your declining an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder offer of such severance period; (iii) vesting as of the last day of his continued employment in any unvested portion of any option a position: (1) with similar duties and any restricted shares previously issued to the Executive by the Company Group; and (iv) a bonus equal to two responsibilities, (2) times the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period with any entity controlled by any of the Executivepresent or future owner(s) of the Company or any of the Company’s employment if shorter)assets, (3) at the same or higher base salary, and (y4) the most recent bonus paid which would not involve a relocation of your worksite to the Executive. Such bonus shall be paid to the Executive within sixty (60) days following the end of the fiscal year in which such termination occurs. None of the benefits described in this Section 6(c) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, which has (and not until it has) become irrevocable, satisfactory to the Company in the reasonable exercise of location more than 50 miles from its discretion, releasing the Company, its affiliates, including the REIT, and their officers, trustees and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employmentcurrent location.

Termination by the Company Without Cause. Except (a) The Company shall have the right to terminate Employee’s employment with the Company pursuant to this Section 6.1 at any time without “Cause” (as provided defined in Section 6(d), if the Company terminates the Executive’s employment without Cause 6.2(a) below) by giving notice as described in Section 6.8 of this Agreement. A termination pursuant to Section 5(b6.4 or 6.6 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 6.1. (b) In the event Employee’s employment is terminated without Cause, then provided that the Employee executes and does not revoke a separation agreement that includes a general release substantially in the form attached hereto as Exhibit A (the “Release”), and subject to Section 6.1(c) (the Executive shall date that the Release becomes effective and may no longer be entitled revoked by the Employee is referred to receive, in addition to as the items referenced in Section 6(a“Release Date”), the followingthen: (i) continued payment the Company shall pay to Employee an amount equal to twelve (12) months’ of his Employee’s then current Base Salary, at the rate in effect on his last day of employment, for a period of twenty-four (24) months less applicable withholdings and deductions (the “Severance Payment”). The Severance Payment shall be paid , in approximately equal installments in accordance with the Company’s ordinary payroll practices commencing on the Company’s regularly scheduled first regular payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group; (ii) continued payment by the Company for the Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced in Section 6(c)(i) to the same extent date that the Company paid for such coverage immediately prior to the termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting as of the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive by the Company Group; and (iv) a bonus equal to two (2) times the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within more than sixty (60) days following the end Separation Date (as defined below), and shall be for any accrued Base Salary for the sixty (60) day period plus the period from the sixtieth (60th) day until the regular payroll date, if applicable, and all salary continuation payments thereafter, if any, shall be made on the Company’s regular payroll dates; (ii) the vesting and exercisability of all outstanding stock options and other stock awards that are held by Employee as of immediately prior to the effective date of the fiscal Separation Date, to the extent such awards are subject to time-based vesting requirements, shall be accelerated such that 50% of the then-unvested shares shall be deemed fully vested and exercisable as of the Separation Date; (iii) the Company shall pay to Employee a lump sum cash amount equivalent to Employee’s Annual Bonus for the year in which the Separation Date occurs, prorated based on the number of days that Employee was employed during such termination occursperformance year, divided by the total number of days in such performance year (the “Bonus Severance Payment”). None Employee’s Base Salary as in effect on the Separation Date, ignoring any decrease that forms the basis of Employee’s resignation for Good Reason, if applicable, shall be used for calculating the Bonus Severance Payment. The Bonus Severance Payment will be paid within sixty (60) days of the effective date of the Release (namely, the date it can no longer be revoked) but in no event later than March 15 of the year following the year in which the Separation Date occurs; and (iv) if the Employee timely elects continued coverage under COBRA for himself and his covered dependents under the Company’s group health plans following such termination, then the Employee will be entitled to the following COBRA benefits (the “COBRA Benefits,” together with the Severance Payment, the Bonus Severance Payment and the accelerated vesting described in this Section 6(c) will be payable unless 6.l(b)(ii), the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, which has “Severance Benefits’’): the Company shall pay the COBRA premiums necessary to continue the Employee’s and his covered dependents’ health insurance coverage in effect for himself (and not his covered dependents) on the termination date until it hasthe earliest of (x) become irrevocable, satisfactory twelve (12) months following the termination date (the “COBRA Severance Period’’); (y) the date when the Employee becomes eligible for health insurance coverage in connection with new employment or self-employment; or (iii) the date the Employee ceases to the Company in the reasonable exercise of its discretion, releasing the Company, its affiliatesbe eligible for COBRA continuation coverage for any reason, including plan termination (such period from the REITtermination date through the earlier of (i)-(iii), and their officers, trustees and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employment.“COBRA Payment

Termination by the Company Without Cause. Except as provided in Section 6(d), (i) The Company agrees that if it were to terminate your employment during the Company terminates the Executive’s employment Term without Cause pursuant (as defined below): (A) within 60 days following your termination of employment, you would be entitled to Section 5(b)receive a lump sum severance payment in the gross amount of $134,160.00 (representing six months of your current base salary) less applicable payroll taxes and deductions; and (B) within 60 days following your termination of employment, the Executive shall but no later than August 29, 2008, you would be entitled to receive, in addition to depending upon the items referenced Choice which you selected in Section 6(a)2 above, either the following: full amount of the Retention Bonus (iless applicable payroll taxes and deductions) continued payment or 100% vesting of his Base Salary, at the rate in effect on his last day of employment, for a period of twenty-four (24) months (the “Severance Payment”). The Severance Payment shall be paid in approximately equal installments on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group;Retention Option Grant. (ii) continued payment For purposes of this Agreement, Cause is defined as only: (A) your conviction of (or plea of nolo contendere to) a felony or any crime which involves moral turpitude, (B) the good faith determination by the Board of Directors of the Company for that you have failed to perform a material amount of your duties (other than a failure to perform duties resulting from your incapacity due to physical or mental illness), which failure to perform duties shall not have been cured within thirty (30) days after your receipt of written notice thereof from the ExecutiveBoard specifying with reasonable particularity such alleged failure; (C) any absence from the Company’s life and health insurance coverage during regular full-time employment in excess of three consecutive days that is not due to a vacation, participation in a permitted activity, bona fide illness, disability, death or other reason expressly authorized by the twenty-four Board in advance; (24D) month severance period referenced any act or acts of personal dishonesty (including, without limitation, any ixxxxxx xxxxxxx or unauthorized trading in Section 6(c)(ithe Company’s securities); (E) the violation of your fiduciary duties to the same extent that Company, or the Company paid for such coverage immediately prior violation of any law, statute or regulation relating to the termination operation of the ExecutiveCompany’s employment and subject business; (F) misconduct that impairs your ability effectively to perform the eligibility requirements and other terms and conditions duties or responsibilities of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four your position; or (24G) month severance period, the Company thereafter shall be obliged only to pay to the Executive your declining an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder offer of such severance period; (iii) vesting as of the last day of his continued employment in any unvested portion of any option a position: (1) with similar duties and any restricted shares previously issued to the Executive by the Company Group; and (iv) a bonus equal to two responsibilities, (2) times the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period with any entity controlled by any of the Executivepresent or future owner(s) of the Company or any of the Company’s employment if shorter)assets, (3) at the same or higher base salary, and (y4) the most recent bonus paid which would not involve a relocation of your worksite to the Executive. Such bonus shall be paid to the Executive within sixty (60) days following the end of the fiscal year in which such termination occurs. None of the benefits described in this Section 6(c) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, which has (and not until it has) become irrevocable, satisfactory to the Company in the reasonable exercise of location more than 50 miles from its discretion, releasing the Company, its affiliates, including the REIT, and their officers, trustees and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employmentcurrent location.

Termination by the Company Without Cause. Except as provided The Company may terminate the employment of the Executive for any reason other than one specified in Section 6(d)4(b) or Section 4(c) immediately upon written notice of termination to the Executive. For the avoidance of doubt, Executive is not entitled to the benefits set forth in this Section 4(d) in the event that Executive’s termination with the Company results from a nonrenewal of Executive’s agreement, or if the Company terminates continues to employ Executive as an at-will employee following the expiration of this Agreement. If the Executive’s employment without Cause pursuant to with the Company is terminated by the Company for any reason other than one specified in Section 5(b4(b) or Section 4(c), in addition to the Accrued Obligations, Executive shall be entitled to receivereceive the following, in addition subject to the items referenced conditions set forth in Section 6(a), the following: 4(d)(i): (i) continued payment of his severance payments in an amount equal to the Base Salary, at the rate in effect on his last day of employment, Salary for a period of twenty-four six (246) months (after the “Severance Payment”). The Severance Payment shall be paid in approximately equal installments on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group; (ii) continued payment by the Company for the Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced in Section 6(c)(i) to the same extent that the Company paid for such coverage immediately prior to effective date of the termination of the Executive’s employment (“Severance Period”), payable in accordance with the Company’s payroll practices and subject to policies then in effect (except as provided below regarding the eligibility requirements commencement of payments); and other terms (ii) monthly reimbursement (upon presentation of proof of payment) for the medical insurance premiums under the Company’s group insurance plan (currently Independence Blue Cross Personal Choice Flex, Group #10402187) for the Executive and conditions his eligible dependents at the same level as was in effect on the termination date until the earlier of such insurance coverage(1) the end of the Severance Period or (2) the date the Executive becomes eligible for medical benefits through another employer, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income timely elects continuation coverage under COBRA and employment taxes, is equal to the employer premiums remains eligible for such insurance for the remainder of such severance period;COBRA coverage. (iiii) vesting as Executive is only entitled to receive the payments and benefits set forth in this Section 4(d) if Executive: 1) executes a separation agreement and general release of claims in the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive form provided by the Company Group(the “Release”); and (iv) a bonus equal to two (2) times complies with the greater Release; 3) complies with all terms and provisions of (xthis Agreement; and 4) the average of all bonuses paid to complies with the Executive Confidentiality Agreement (taking into account a payment of no bonus or a payment of a bonus of $0as defined in Section 5) over that survives the preceding thirty-six (36) months (or the period termination of the Executive’s employment if shorterby the Company. (ii) Any payments due pursuant to Section 4(d), and (y) other than the most recent bonus paid to Accrued Obligations, shall commence as soon as administratively feasible within 60 days after the date of the Executive. Such bonus shall be paid to the Executive within sixty (60) days following the end ’s termination of the fiscal year in which such termination occurs. None of the benefits described in this Section 6(c) will be payable unless employment provided the Executive has signed timely executed and returned the Release and, if a general release (attached hereto as Exhibit A) within 45 days of revocation period is applicable, the Executive has not revoked the Release; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the severance payments shall begin to be paid in the second calendar year. The Accrued Obligations will be paid on the first payroll date following last date of termination, which has (and not until it has) become irrevocable, satisfactory employment to the Company in extent administratively feasible and, if not, then on the reasonable exercise second payroll date following the last date of its discretion, releasing the Company, its affiliates, including the REIT, and their officers, trustees and employees, from any and all claims or potential claims arising from or related to employment. If the Executive’s employment with the Company is terminated by the Company pursuant to this Section 4(d), the Company shall not have any further obligation or termination liability under this Agreement except for the payments specified in this Section 4(d) and payment of employmentthe Accrued Obligations.

Termination by the Company Without Cause. Except (a) The Company shall have the right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time without “Cause” (as provided defined in Section 6(d), if 6.2(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Sections 6.3 and 6.4 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 6.1. (b) If the Company terminates the Executive’s employment at any time without Cause pursuant to and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 5(b1.409A-1(h), the without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall be entitled to receivereceive the Accrued Obligations (defined below) and, in addition subject to Executive’s compliance with the items referenced obligations in Section 6(a)6.1(c) below, the following: Executive shall be eligible to receive an amount equal to Executive’s then current Base Salary for twelve (i12) continued payment of his Base Salarymonths, at the rate in effect on his last day of employment, for a period of twenty-four (24) months less all applicable withholdings and deductions (the “Severance PaymentSeverance”). The Severance Payment shall be , paid in approximately equal installments beginning on the Company’s first regularly scheduled payroll date following the Release Effective Date (as defined in Section 6.1(c) below), with the remaining installments occurring on the Company’s regularly scheduled payroll datesdates thereafter, subject plus medical health insurance reimbursement for this 12 month period. All unvested options, grants, or any other benefits shall vest immediately at time of termination. (c) Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance pursuant to all legally required payroll deductions and withholdings for sums owed Section 6.1(b) of this Agreement if: (i) by the Executive 60th day following the date of Executive’s Separation from Service, he has signed and delivered to the Company Group; an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”), which cannot be revoked in whole or part by such date (the date that the Release can no longer be revoked is referred to as the “Release Effective Date”); (ii) continued payment if he holds any other positions with the Company, he resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Company for the Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced in Section 6(c)(i) to the same extent that the Company paid for such coverage immediately prior to the termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; Board); (iii) vesting as of the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive by the he returns all Company Groupproperty; and (iv) a bonus equal to he complies with his post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) he complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. To the extent that any severance payments are deferred compensation under Section 409A of the Code, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two (2) times calendar years, the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus Severance will not be made or a payment begin until the later calendar year. (d) For purposes of a bonus of $0this Agreement, “Accrued Obligations” are (i) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) accrued but unpaid salary through the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within sixty (60) days following the end of the fiscal year in which such termination occurs. None of the benefits described in this Section 6(c) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, which has (and not until it hasii) become irrevocable, satisfactory to the Company any unreimbursed business expenses incurred by Executive payable in the reasonable exercise of its discretion, releasing accordance with the Company’s standard expense reimbursement policies, its affiliatesand (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan, including the REIT, accrued vacation and their officers, trustees and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employmentpersonal days.

Termination by the Company Without Cause. Except as provided in Section 6(d), if the (a) The Company terminates may terminate the Executive’s employment at any time, for whatever reason it deems appropriate or without Cause reason; provided, however, that in the event that such termination is not pursuant to Section 5(b4.1 (Death); Section 4.2 (Disability); Section 4.3 (Due Cause); Section 4.5 (Voluntary Termination); or Section 4.6 (Retirement), the Company shall pay to the Executive shall be entitled to receivethe Base Salary (at the annual rate then in effect) and Vacation accrued through the Termination Date and the bonus provided for in Section 3.2 for the Termination Year (as well as any then earned but unpaid bonus for the year preceding the Termination Year, in if applicable). (b) In addition to the items referenced payments described in Section 6(a4.4(a), the following: Company shall pay to the Executive, on the date that is six (i6) continued payment of his Base Salarymonths and one day after the Termination Date, at the rate a lump sum in effect on his last day of employment, for a period of an amount equal to eighteen (18) months (twenty-four (24) months if the Termination Date is during a Change in Control Period) of the monthly Base Salary and an additional bonus payment equal to one and one-half (1.5) times (two (2) times, if the Termination Date is during a Change in Control Period) the Target Bonus for the Termination Year (collectively, the “Severance Payment”). The Severance Payment In addition, the Company shall for eighteen (18) months (twenty-four (24) months if the Termination Date is during a Change in Control Period) following the Termination Date, (i) reimburse the Executive for the Executive’s reasonable costs of medical and dental coverage as provided under COBRA (which shall be paid extended by six (6) months if the Termination Date is during a Change in approximately equal installments on the Company’s regularly scheduled payroll datesControl Period), subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group; (ii) continued payment by reimburse the Company Executive for the Executive’s reasonable costs incurred in maintaining the Executive’s life and health insurance coverage disability coverage, and (iii) reimburse the Executive for similar, applicable benefits granted to the Executive in Section 3.4, each at levels substantially equivalent to those provided by the Company to the Executive immediately prior to the termination of employment (including such other benefits as shall be provided to senior corporate officers of the Company in lieu of such benefits from time to time during the eighteen (18) or twenty-four (24) month severance period referenced in Section 6(c)(i) payment period, as applicable), on the same basis, including the Company’s payment of premiums and contributions, as such benefits are provided to other senior corporate officers of the Company or were provided to the same extent that the Company paid for such coverage immediately Executive prior to the termination termination; provided, however, that no further contribution to the SERP shall be made to the benefit of the Executive following the Termination Date, in accordance with the SERP’s terms. Reimbursements of expenses which provide for nonqualified deferred compensation under Code Section 409A, if any, shall not be paid before six (6) months and one day after the Executive’s Termination Date. The amount of expenses eligible for reimbursement, or in-kind benefits provided, during a taxable year of the Executive may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided in any other taxable year. Reimbursements shall be paid on or before the last day of the Executive’s employment and taxable year following the taxable year in which the expense was incurred. The right to reimbursement hereunder is not subject to liquidation or exchange for another benefit. In addition, for a period of eighteen (18) months immediately following the eligibility requirements Executive’s Termination Date, the Executive will be provided with outplacement services commensurate with those provided to other senior corporate officers of the Company through a vendor selected by the Company. Except as otherwise provided under this Agreement, the rights and other terms benefits of the Executive or the Executive’s transferee under the benefit plans and conditions programs of the Company shall be determined in accordance with the provisions of such insurance coverageplans and programs. (c) Notwithstanding Section 4.4(b), provided in the event that if any such insurance coverage shall become unavailable during (i) the twenty-four (24) month severance periodExecutive is not a Specified Employee, then the Company thereafter shall be obliged only to pay to the Executive an amount whichthe Severance Payment within forty-five (45) days from the Termination Date and the six (6) month delay for reimbursements shall cease to apply, after reduction for income or (ii) the Executive is a Specified Employee and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting as death of the last day of his employment in any unvested portion of any option and any restricted shares previously issued to Executive occurs within six (6) months following the Executive by Termination Date, the Company Group; and (iv) a bonus equal shall pay to two (2) times the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) estate any unpaid portion of the most recent bonus paid amounts due to the Executive. Such bonus shall be paid to the Executive pursuant to Section 4.4(b) within sixty forty-five (6045) days following the end Executive’s death. If the Executive’s estate or legal representative fails to notify the Company of the fiscal year in which such termination occurs. None death of the benefits described Executive such that the Company is unable to make timely payment hereunder, then the Company shall not be treated as in breach of this Agreement and shall not be liable to the estate or legal representative for any losses, damages, or other claims resulting from such late payment. (d) Notwithstanding anything in this Agreement to the contrary, the Executive shall not be entitled to any payments under Section 6(c4.4(b) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, which has first duly and timely executed (and not until it hasrevoked) become irrevocable, satisfactory a form of mutual agreement and general release acceptable to the Company releasing both the Company and the Executive from certain claims the other party may have in the reasonable exercise of its discretion, releasing the Company, its affiliates, including the REIT, and their officers, trustees and employees, from any and all claims or potential claims arising from or related to connection with the Executive’s employment or with the Company and the termination of employmentthereof, to the extent permitted by law.

Termination by the Company Without Cause. Except as provided in Section 6(d), if the The Company terminates the may terminate Executive’s employment at any time without Cause, effective upon delivery to Executive of written notice of such termination. In the event that Executive’s employment is terminated by the Company without Cause pursuant (other than due to Section 5(bDisability), the Executive shall be entitled to receive, in addition to the items referenced in Section 6(a), the followingto: (i) continued payment of his Base Salary, at the rate in effect on his last day of employment, for a period of twenty-four (24) months (the “Severance Payment”). The Severance Payment shall be paid in approximately equal installments on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company GroupAccrued Obligations; (ii) continued payment by the Company for the Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced Any unpaid Annual Bonus in Section 6(c)(i) to the same extent respect of any completed fiscal year that the Company paid for such coverage immediately has ended prior to the termination date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Executive’s employment Company, but in no event later than the date that is two and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twentyone-four half (242½) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting as of months following the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive by the Company Group; and (iv) a bonus equal to two (2) times the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within sixty (60) days following the end of the fiscal year in which such termination occurs. None occurred; (iii) An amount equal to the sum of (A) Base Salary, plus (B) the Target Annual Bonus, such amount to be paid in substantially equal payments during the Severance Term, and payable in accordance with the Company’s regular payroll practices; and (iv) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, payment, on the first regularly scheduled payroll date of each month during the Severance Term, of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause shall cease earlier than the expiration of the Severance Term in the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in clauses (ii), (iii), and (iv) of this Section 6(c7(e) will shall immediately terminate and be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of terminationforfeited by Executive, which has (and not until it has) become irrevocable, satisfactory to the Company shall have no further obligations to Executive with respect thereto, in the reasonable exercise event that Executive materially breaches any provision set forth in Section 9 hereof. Following such termination of its discretion, releasing the Company, its affiliates, including the REIT, and their officers, trustees and employees, from any and all claims or potential claims arising from or related to the Executive’s employment by the Company without Cause, except as set forth in this Section 7(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employmentemployment by the Company without Cause shall be receipt of the Severance Benefits.

Termination by the Company Without Cause. Except as provided in Section 6(d), if (a) The Company shall have the Company terminates the right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time without Cause “Cause” (as defined in Section 6.2(b) below) by giving notice as described in Section 6.7 of this Agreement. A termination pursuant to Section 5(b6.7 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 6.1. (b) In the event Executive’s employment is terminated without Cause (other than for in connection with a Change in Control Termination as defined below), then provided that Executive executes a general release in favor of the Executive shall be entitled to receiveCompany, in addition to a form attached as Exhibit B (the items referenced in Section 6(a“Release”), and subject to Section 6.1(c) (the following: date that the Release becomes effective and may no longer be revoked by Executive is referred to as the “Release Date”), then the Company shall pay to Executive (i) continued payment of his an amount equal to Executive’s then current Base Salary, at the rate in effect on his last day of employment, Salary for a period of twenty-four six (246) months from the Release Date (such applicable period is referred to as the “Severance PaymentPeriod”). The Severance Payment shall be paid in approximately equal installments , less applicable withholdings and deductions, on the Company’s regularly scheduled regular payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group; ; (ii) continued payment by an amount equal to the Target Bonus or pro-rated portion of the Target Bonus that Executive was eligible to receive at the time of the termination without Cause (if any), payable in a lump sum on the date Target Bonuses are normally paid to other executives at the Company, but in no event later than March 15 of the year following the year for which the Target Bonus is paid; and (iii) the Company for shall pay the premiums of Executive’s life and group health insurance COBRA continuation coverage, including coverage for Executive’s eligible dependents, during the twenty-four Severance Period; provided, however, that (24a) month severance period referenced in Section 6(c)(iExecutive and his eligible dependents timely elect COBRA continuation coverage; (b) to the same extent that the Company paid shall pay premiums for such Executive’s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the termination of without Cause; and (c) the Company’s obligation to pay such premiums shall cease immediately upon Executive’s employment and subject to eligibility for comparable group health insurance provided by a new employer of Executive. To receive the eligibility requirements and other terms and conditions of such insurance coveragepayments under (i), provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting as of the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive by the Company Group; and (iv) a bonus equal to two (2) times the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorterii), and (yii) above, Executive’s termination must constitute a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) and Executive must execute and allow the most recent bonus paid Release to the Executive. Such bonus shall be paid to the Executive become effective within sixty (60) days of Executive’s termination. Such payments shall not be paid prior to the sixtieth (60th) day following Executive’s termination, rather, subject to the end aforementioned conditions, on the sixtieth (60th) day following Executive’s termination, the Company will pay Executive such payments in a lump sum that Executive would have received on or prior to such date under the original schedule, with the balance of the fiscal year in which such termination occurs. None payments being paid as originally scheduled. (c) Executive shall not receive any of the benefits described pursuant to Section 6.1(b) unless he executes the Release within the consideration period specified therein, which shall in no event be more than 60 days, and until the Release becomes effective and can no longer be revoked by Executive under its terms. Executive’s ability to receive benefits pursuant to Section 6.1(b) is further conditioned upon him: returning all Company property; complying with his post-termination obligations under this Agreement, the Non-Competition Agreement, and the Confidential Information Agreement; and complying with the Release, including without limitation any non-disparagement and confidentiality provisions contained therein. (d) In the event Executive’s employment is terminated at any time without Cause, in addition to the severance benefits in Section 6(c) will be payable unless 6.1(b), the Company shall pay to Executive has signed a general release (attached hereto as Exhibit A) within 45 days the accrued but unpaid salary of Executive through the date of termination, which has (and not until it has) become irrevocable, satisfactory to the Company in the reasonable exercise of its discretion, releasing accordance with the Company’s standard payroll policies, its affiliatestogether with all compensation and benefits payable to Executive based on his participation in any compensation or benefit plan, including program or arrangement through the REIT, and their officers, trustees and employees, from any and all claims or potential claims arising from or related to date of termination. The Company will also reimburse Executive for reasonable business expenses in accordance with the Company’s standard expense reimbursement policy. (e) The damages caused by the termination of Executive’s employment or termination of employmentwithout Cause would be difficult to ascertain; therefore, the severance for which Executive is eligible pursuant to Section 6.1(b) above in exchange for the Release is agreed to by the parties as liquidated damages, to serve as full compensation, and not a penalty.

Termination by the Company Without Cause. Except as provided in Section 6(d), if (a) The Company shall have the Company terminates the right to terminate Executive’s employment with the Company at any time without Cause pursuant to (as defined in Section 5(b)6.2(b) below) by giving notice as described in Section 6.6 of this Agreement. (b) In the event Executive’s employment is terminated without Cause, either by the Company or by a Buyer, then provided that the Executive shall be entitled to receive, in addition executes and delivers to the items referenced Company or a Buyer a general release in Section 6(a), favor of the following: (i) continued payment of his Base Salary, at Company in form and substance acceptable to the rate in effect on his last day of employment, for a period of twenty-four (24) months Company or Buyer (the “Severance PaymentRelease”). The Severance Payment shall be paid in approximately equal installments on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group; (ii) continued payment by the Company for the Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced in Section 6(c)(i) to the same extent that the Company paid for such coverage immediately prior to the termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, which Release is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting as of the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive by the Company Group; and (iv) a bonus equal to two (2) times the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within effective not later than sixty (60) days following Executive’s separation from service (as defined under Treasury Regulations Section 1.409A-1(h), and without regard to any alternate definition thereunder, a “Separation from Service”), , and subject to Section 6.1(c), then (i) the end Company or Buyer shall continue to pay Executive as severance Executive’s then-effective Base Salary for a period of the fiscal year first six (6) months following Executive’s Separation from Service (the “Severance Period”), less applicable withholdings and deductions, on the Company’s (or Buyer’s) regular payroll dates, (ii) the Company shall accelerate the vesting schedule of the stock options granted to the Executive pursuant to this Agreement with respect to a portion of the stock options granted to the Executive pursuant to this Agreement, equal to the greater of (A) 25% of the shares of common stock covered by the stock options granted to the Executive pursuant to this Agreement or (B) 50% of the then-unvested portion of the stock options granted to the Executive pursuant to this Agreement, which shall become vested on the 60th day following Executive’s Separation from Service, and (iii) if Executive is participating in the Company’s (or Buyer’s) group health insurance plans on the Separation from Service, and Executive timely elects and remains eligible for continued coverage under COBRA, or, if applicable, state insurance laws, the Company shall pay that portion of Executive’s COBRA premiums that the Company (or Buyer) was paying prior to the Separation from Service for the Severance Period or for the continuation period for which Executive is eligible, whichever is shorter (such termination occursshorter period, the “COBRA Payment Period”). None However, if at any time the Company determines, in its discretion, that the payment of the COBRA premiums would be reasonably likely to result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) or any statute or regulation of similar effect (including, without limitation, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the Company’s portion of the COBRA premiums, the Company will instead pay Executive, on the first day of each month of the remainder of the COBRA Payment Period, a fully taxable cash payment equal to the portion of the COBRA premiums that the Company was paying prior to the date of Executive’s Separation from Service for that month, subject to applicable tax withholdings and deductions. (c) The Company will not make any payments to Executive with respect to any of the benefits pursuant to Section 6.1(b) prior to the 60th day following Executive’s Separation from Service. On the 60th day following Executive’s Separation from Service, and provided that Executive has delivered an effective Release, the Company will make the first payment to Executive under Section 6.1(b) in a lump sum equal to the aggregate amount of payments that the Company would have paid Executive through such date had the payments commenced on the date of Executive’s Separation from Service through such 60th day, with the balance of the payments paid thereafter on the schedule described above, subject to any delay in payment required by Section 6.7. (d) The benefits provided to Executive pursuant to this Section 6(c6.1 are in lieu of, and not in addition to, any benefits to which Executive may otherwise be entitled under any Company (or Buyer) severance plan, policy or program. (e) The Company’s (or Buyer’s) COBRA premium payment obligation hereunder will be payable unless end immediately if the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, which has (and not until it has) become irrevocable, satisfactory to the Company in the reasonable exercise of its discretion, releasing the Company, its affiliates, including the REIT, and their officers, trustees and employees, obtains health care insurance from any and all claims or potential claims arising from or related to other source during the Executive’s employment or termination of employmentSeverance Period.

Termination by the Company Without Cause. Except as provided in Section 6(d)Notwithstanding any other provision of this Agreement, if the Company may terminate the Executive’s employment without Cause, other than due to death or Disability, at any time during the Term of Employment by giving written notice to the Executive that the Company intends to terminate his employment without Cause. In the event that the Company terminates the Executive’s employment without Cause pursuant to Section 5(b)Cause, the Executive shall be entitled to receiveentitled, in addition to the items referenced in Section 6(a), the following: (i) continued payment of his Base Salary, at the rate in effect on his last day of employment, for a period of twenty-four (24) months (the “Severance Payment”). The Severance Payment shall be paid in approximately equal installments on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group; (ii) continued payment by the Company for the Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced in Section 6(c)(i) to the same extent that the Company paid for such coverage immediately prior to the termination consideration of the Executive’s employment obligations under Section 8 and subject to the eligibility requirements in lieu of any other compensation and other terms and conditions of such insurance coveragebenefits whatsoever, provided that if any such insurance coverage shall become unavailable during the twenty-four to: (24a) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting as of the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive by the Company Group; and (iv) a bonus equal to two (2) times the greater Executive’s annual Base Salary at the rate in effect at the time of his termination, which shall be paid out in equal installments over twenty-four (x24) months from the average date of all bonuses termination at the same frequency as the Company’s regular payroll payments; (b) earned but unpaid Base Salary through the date of termination of employment; (c) any Annual Bonus earned pursuant to Section 3.2, in respect of employment during the entire calendar year preceding the calendar year in which termination occurs, but not yet paid; (d) reimbursement for expenses incurred but not paid prior to such termination of employment pursuant to Section 5.1; (e) an amount equal to any accrued but unused vacation or other paid time off as of the termination of employment; (f) such rights to other benefits as may be provided in applicable written plan documents and agreements of the Company, including, without limitation, documents and agreements defining equity award rights and applicable employee benefit plan documents, according to the terms and conditions of such documents and agreements; (g) continuation of the Company’s group health insurance (including Exec-U-Care or substitute benefits) for the Executive and his eligible dependents, at the Company’s expense, for eighteen (18) months after the termination of employment or, at the Company’s option, payment to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter)economic equivalent thereof, and (y) which shall constitute the most recent bonus paid provision of COBRA benefits to the Executive. Such bonus ; and (h) any and all amounts owed by the Company under Sections 6.5(b), 6.5(c), 6.5(d) and 6.5(e) shall be paid to by the Executive Company within fifteen (15) days of the date of termination of employment. Any and all amounts owed by the Company under Sections 6.5(f) and 6.5(g) shall be paid at the later of sixty (60) days following the end of the fiscal year in which such termination occurs. None of the benefits described in this Section 6(c) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, which has (and not until it hastermination or the date(s) become irrevocable, satisfactory to the Company specified in the reasonable exercise of its discretion, releasing the Company, its affiliates, including the REIT, and their officers, trustees and employees, from any and all claims applicable written plan documents or potential claims arising from or related to the Executive’s employment or termination of employmentagreements.

Termination by the Company Without Cause. Except as provided in Section 6(d), if (a) The Company shall have the Company terminates the right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time without Cause “Cause” (as defined in Section 6.2(b) below) by giving notice as described in Section 6.7 of this Agreement. A termination pursuant to Section 5(b6.7 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 6.1. (b) In the event Executive’s employment is terminated without Cause (other than for in connection with a Change in Control Termination as defined below), then provided that Executive executes a general release in favor of the Executive shall be entitled to receiveCompany, in addition to a form attached as Exhibit A (the items referenced in Section 6(a“Release”), and subject to Section 6.1(c) (the following: date that the Release becomes effective and may no longer be revoked by Executive is referred to as the “Release Date”), then the Company shall pay to Executive (i) continued payment of his an amount equal to Executive’s then current Base Salary, at the rate in effect on his last day of employment, Salary for a period of twenty-four six (246) months from the Release Date (such applicable period is referred to as the “Severance PaymentPeriod”). The Severance Payment shall be paid in approximately equal installments , less applicable withholdings and deductions, on the Company’s regularly scheduled regular payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group; ; (ii) continued payment by an amount equal to the Target Bonus or pro-rated portion of the Target Bonus that Executive was eligible to receive at the time of the termination without Cause (if any), payable in a lump sum on the date Target Bonuses are normally paid to other executives at the Company, but in no event later than March 15 of the year following the year for which the Target Bonus is paid; and (iii) the Company for shall pay the premiums of Executive’s life and group health insurance COBRA continuation coverage, including coverage for Executive’s eligible dependents, during the twenty-four Severance Period; provided, however, that (24a) month severance period referenced in Section 6(c)(iExecutive and his eligible dependents timely elect COBRA continuation coverage; (b) to the same extent that the Company paid shall pay premiums for such Executive’s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the termination of without Cause; and (c) the Company’s obligation to pay such premiums shall cease immediately upon Executive’s employment and subject to eligibility for comparable group health insurance provided by a new employer of Executive. To receive the eligibility requirements and other terms and conditions of such insurance coveragepayments under (i), provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting as of the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive by the Company Group; and (iv) a bonus equal to two (2) times the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorterii), and (yii) above, Executive’s termination must constitute a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) and Executive must execute and allow the most recent bonus paid Release to the Executive. Such bonus shall be paid to the Executive become effective within sixty (60) days of Executive’s termination. Such payments shall not be paid prior to the sixtieth (60th) day following Executive’s termination, rather, subject to the end aforementioned conditions, on the sixtieth (60th) day following Executive’s termination, the Company will pay Executive such payments in a lump sum that Executive would have received on or prior to such date under the original schedule, with the balance of the fiscal year in which such termination occurs. None payments being paid as originally scheduled. (c) Executive shall not receive any of the benefits described pursuant to Section 6.1(b) unless he executes the Release within the consideration period specified therein, which shall in no event be more than 60 days, and until the Release becomes effective and can no longer be revoked by Executive under its terms. Executive’s ability to receive benefits pursuant to Section 6.1(b) is further conditioned upon him: returning all Company property; complying with his post-termination obligations under this Agreement, the Non-Competition Agreement, and the Confidential Information Agreement; and complying with the Release, including without limitation any non-disparagement and confidentiality provisions contained therein. (d) In the event Executive’s employment is terminated at any time without Cause, in addition to the severance benefits in Section 6(c) will be payable unless 6.1(b), the Company shall pay to Executive has signed a general release (attached hereto as Exhibit A) within 45 days the accrued but unpaid salary of Executive through the date of termination, which has (and not until it has) become irrevocable, satisfactory to the Company in the reasonable exercise of its discretion, releasing accordance with the Company’s standard payroll policies, its affiliatestogether with all compensation and benefits payable to Executive based on his participation in any compensation or benefit plan, including program or arrangement through the REIT, and their officers, trustees and employees, from any and all claims or potential claims arising from or related to date of termination. The Company will also reimburse Executive for reasonable business expenses in accordance with the Company’s standard expense reimbursement policy. (e) The damages caused by the termination of Executive’s employment or termination of employmentwithout Cause would be difficult to ascertain; therefore, the severance for which Executive is eligible pursuant to Section 6.1(b) above in exchange for the Release is agreed to by the parties as liquidated damages, to serve as full compensation, and not a penalty.

Termination by the Company Without Cause. Except as provided in Section 6(d), if (a) The Company shall have the Company terminates the right to terminate Executive’s employment with the Company at any time without Cause pursuant (as defined in Section 6.2(b) below) by giving notice as described in Section 6.6 of this Agreement. (b) In the event Executive’s employment is terminated without Cause, then provided that the Executive executes a general release in favor of the Company, in form and substance acceptable to the Company (the “Release”), which Release is effective not later than 60 days following Executive’s separation from service (as defined under Treasury Regulation Section 1.409A-1(h), and without regard to any alternate definition thereunder, a “Separation from Service”), and subject to Section 5(b6.1(c), the Executive shall be entitled to receive, in addition to the items referenced in Section 6(a), the following: then (i) continued payment of his the Company shall continue to pay Executive as severance Executive’s then-effective Base Salary, at the rate in effect on his last day of employment, Salary for a period of twenty-four the first six (246) months following Executive’s Separation from Service (the “Severance PaymentPeriod”). The Severance Payment shall be paid in approximately equal installments , less applicable withholdings and deductions, on the Company’s regularly scheduled regular payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group; (ii) if Executive is participating in the Company’s group health insurance plans on the Separation from Service, and Executive timely elects and remains eligible for continued payment by coverage under COBRA, or, if applicable, state insurance laws, the Company for the shall pay that portion of Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced in Section 6(c)(i) to the same extent COBRA premiums that the Company paid for such coverage immediately was paying prior to the termination of Separation from Service for the Executive’s employment and subject to Severance Period or for the eligibility requirements and other terms and conditions of continuation period for which Executive is eligible, whichever is shorter (such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance shorter period, the “COBRA Payment Period”). However, if at any time the Company thereafter shall determines, in its discretion, that the payment of the COBRA premiums would be obliged only reasonably likely to result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) or any statute or regulation of similar effect (including, without limitation, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the Company’s portion of the COBRA premiums, the Company will instead pay to Executive, on the Executive an amount whichfirst day of each month of the remainder of the COBRA Payment Period, after reduction for income and employment taxes, is a fully taxable cash payment equal to the employer portion of the COBRA premiums that the Company was paying prior to the date of Executive’s Separation from Service for such insurance for the remainder of such severance period;that month, subject to applicable tax withholdings and deductions. (iiic) vesting as of the last day of his employment in The Company will not make any unvested portion of payments to Executive with respect to any option and any restricted shares previously issued to the Executive by the Company Group; and (iv) a bonus equal to two (2) times the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within sixty (60) days following the end of the fiscal year in which such termination occurs. None of the benefits pursuant to Section 6.1(b) prior to the 60th day following Executive’s Separation from Service. On the 60th day following Executive’s Separation from Service, and provided that Executive has delivered an effective Release, the Company will make the first payment to Executive under Section 6.1(b) in a lump sum equal to the aggregate amount of payments that the Company would have paid Executive through such date had the payments commenced on the date of Executive’s Separation from Service through such 60th day, with the balance of the payments paid thereafter on the schedule described above, subject to any delay in payment required by Section 7.11. (d) The benefits provided to Executive pursuant to this Section 6(c6.1 are in lieu of, and not in addition to, any benefits to which Executive may otherwise be entitled under any Company severance plan, policy or program. (e) The Company’s COBRA premium payment obligation hereunder will be payable unless end immediately if the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, which has (and not until it has) become irrevocable, satisfactory to the Company in the reasonable exercise of its discretion, releasing the Company, its affiliates, including the REIT, and their officers, trustees and employees, obtains health care insurance from any and all claims or potential claims arising from or related to other source during the Executive’s employment or termination of employmentSeverance Period.

Termination by the Company Without Cause. Except as provided in Section 6(d), if the (a) The Company terminates may terminate the Executive’s employment at any time, for whatever reason it deems appropriate or without Cause reason; provided, however, that in the event that such termination is not pursuant to Section 5(b6.1 (Death); 6.2 (Disability); 6.3 (Due Cause); 6.5 (Voluntary Termination); or 6.6 (Retirement), the Company shall pay to the Executive shall be entitled to receivethe Base Salary (at the annual rate then in effect) and vacation accrued through the Termination Date and the bonus provided for in Section 3.2 for the Termination Year (as well as any then earned but unpaid bonus for the year preceding the Termination Year, in if applicable). (b) In addition to the items referenced payments described in Section 6(a6.4(a), the following: Company shall pay to the Executive on the date that is six (i6) continued payment months and one day after the Termination Date, a lump sum in an amount equal to eighteen (18) months of his the monthly Base Salary, Salary (at the annual rate in effect on his last day of employmentimmediately prior to termination) and the Additional Bonus Payment (collectively, for a period of twenty-four (24) months (the “Severance Payment”). The Severance Payment shall be paid in approximately equal installments on In addition, the Company’s regularly scheduled payroll datesCompany shall, subject to all legally required payroll deductions and withholdings for sums owed by eighteen (18) months following the Termination Date,(i) reimburse the Executive to the Company Group; for his reasonable costs of medical and dental coverage as provided under COBRA, (ii) continued payment reimburse the Executive for his reasonable costs incurred in maintaining his life and disability coverage, and (iii) reimburse the Executive for all other benefits granted to the Executive in Sections 3.4, 3.7 and 5.1, each at levels substantially equivalent to those provided by the Company for the Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced in Section 6(c)(i) to the same extent that the Company paid for such coverage Executive immediately prior to the termination of his employment (including such other benefits as shall be provided to senior corporate officers of the Company in lieu of such benefits from time to time during the eighteen (18) month payment period), on the same basis, including the Company’s payment of premiums and contributions, as such benefits are provided to other senior corporate officers of the Company or were provided to the Executive prior to the termination. Reimbursements of expenses which provide for nonqualified deferred compensation under Code Section 409A, if any, shall not be paid before six (6) months and one day after the Executive’s employment and Termination Date. The amount of expenses eligible for reimbursement, or in-kind benefits provided, during a taxable year of the Executive may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided in any other taxable year. Reimbursements shall be paid on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred. The right to reimbursement hereunder is not subject to liquidation or exchange for another benefit. In addition, for a period of eighteen (18) months immediately following the eligibility requirements Executive’s Termination Date, the Executive will be provided with outplacement services commensurate with those provided to other senior corporate officers of the Company through a vendor selected by the Company. Except as otherwise provided in this Agreement, the rights and other terms benefits of the Executive or his transferee under the benefit plans and conditions programs of the Company shall be determined in accordance with the provisions of such insurance coverageplans and programs. (c) Notwithstanding Section 6.4(b), provided in the event that if any such insurance coverage shall become unavailable during (i) the twenty-four (24) month severance periodExecutive is not a Specified Employee, then the Company thereafter shall be obliged only to pay to the Executive an amount whichthe Severance Payment within forty-five (45) days from the Termination Date and the six (6) month delay for reimbursements shall cease to apply, after reduction for income or (ii) the Executive is a Specified Employee and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting as death of the last day of his employment in any unvested portion of any option and any restricted shares previously issued to Executive occurs within six (6) months following the Executive by Termination Date, the Company Group; and (iv) a bonus equal shall pay to two (2) times the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) estate any unpaid portion of the most recent bonus paid amounts due to the Executive. Such bonus shall be paid to the Executive pursuant to Section 6.4(b) within sixty forty-five (6045) days following the end Executive’s death. If the Executive’s estate or legal representative fails to notify the Company of the fiscal year in which such termination occurs. None death of the benefits described Executive such that the Company is unable to make timely payment hereunder, then the Company shall not be treated as in breach of this Agreement and shall not be liable to the estate or legal representative for any losses, damages, or other claims resulting from such late payment. (d) Notwithstanding anything in this Agreement to the contrary, the Executive shall not be entitled to any payments under Section 6(c6.4(b) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, which has first duly and timely executed (and not until it hasrevoked) become irrevocablethe Release; provided, satisfactory to the Company however, that, in the event of any change in any applicable law (or interpretation thereof), the Release shall be subject to reasonable exercise modification by the parties so as to preserve the intent of its discretion, releasing the Company, its affiliates, including the REIT, and their officers, trustees and employees, from any and all claims or potential claims arising from or related parties with respect to the Executive’s employment or termination of employmentsuch Release.

Termination by the Company Without Cause. Except as provided in The Company may terminate Employee’s employment at any time without Cause. In the event Employee’s employment is terminated during the Term by the Company without Cause (other than due to death or Disability) and subject to the terms of Section 6(d8(h), if the Company terminates the Executive’s employment without Cause pursuant to Section 5(b), the Executive Employee shall be entitled to receive, in addition to the items referenced in Section 6(a), the followingto: (i) continued payment of his Base Salary, at the rate in effect on his last day of employment, for a period of twenty-four (24) months (the “Severance Payment”). The Severance Payment shall be paid in approximately equal installments on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group;Accrued Obligations; and (ii) continued payment by the Company for the Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced Any unpaid Annual Bonus in Section 6(c)(i) to the same extent respect of any completed fiscal year that the Company paid for such coverage immediately has ended prior to the termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions date of such insurance coverage, provided that if any termination with such insurance coverage shall become unavailable amount determined based on actual performance during such fiscal year as determined by the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period;Compensation Committee; and (iii) vesting as of A lump sum cash payment equal to twelve (12) months the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive by the Company GroupEmployee’s Base Salary; and (iv) a bonus A lump sum cash payment equal to two twelve (212) times the greater “applicable percentage” of the monthly COBRA premium cost applicable to Employee if Employee (xor his dependents) were to elect COBRA coverage, or similar coverage as provided by similar state law, in connection with such termination, (for purposes hereof, the average “applicable percentage” shall be the percentage of Employee’s health care premium costs covered by the Company as of the date of termination); and (v) Immediate vesting of any and all bonuses paid equity or equity-related awards previously awarded to the Executive Employee, irrespective of type of award. Any amounts payable to Employee under clause (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorteri), and (yii), or (iii) the most recent bonus paid to the Executive. Such bonus of this Section 8(d) shall be paid to in lump sum on the Executive within sixty sixtieth (6060th) days day following the end date of the fiscal year in which Employee’s termination of employment, subject to Section 8(h) of this Agreement. Following such termination occurs. None of Employee’s employment by the benefits described Company without Cause, except as set forth in this Section 6(c) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination8(d), which has (and not until it has) become irrevocable, satisfactory Employee shall have no further rights to the Company in the reasonable exercise of its discretion, releasing the Company, its affiliates, including the REIT, and their officers, trustees and employees, from any and all claims compensation or potential claims arising from or related to the Executive’s employment or termination of employmentany other benefits under this Agreement.

Termination by the Company Without Cause. Except (a) The Company shall have the right to terminate Executive’s employment with the Company pursuant to this Section 5.1 at any time without “Cause” (as provided defined in Section 6(d), if 5.2(b) below) by giving notice as described in Section 6.1 of this Agreement. A termination pursuant to Sections 5.3 and 5.4 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 5.1. (b) If the Company terminates the Executive’s employment at any time without Cause pursuant to and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 5(b1.409A-1(h), the without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall be entitled to receivereceive the Accrued Obligations (defined below) and, in addition subject to Executive’s compliance with the items referenced obligations in Section 6(a)5.1(c) below, the following: Executive shall be eligible to receive an amount equal to Executive’s then current Base Salary for twelve (i12) continued payment of his Base Salarymonths, at the rate in effect on his last day of employment, for a period of twenty-four (24) months less all applicable withholdings and deductions (the “Severance PaymentSeverance”). The Severance Payment shall be , paid in approximately equal installments beginning on the Company’s first regularly scheduled payroll date following the Release Effective Date (as defined in Section 5.1(c) below), with the remaining installments occurring on the Company’s regularly scheduled payroll datesdates thereafter, subject plus medical health insurance reimbursement for this 12 month period. All unvested options, grants, or any other benefits shall vest immediately at time of termination. (c) Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance pursuant to all legally required payroll deductions and withholdings for sums owed Section 5.1(b) of this Agreement if: (i) by the Executive 60th day following the date of Executive’s Separation from Service, he has signed and delivered to the Company Group; an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”), which cannot be revoked in whole or part by such date (the date that the Release can no longer be revoked is referred to as the “Release Effective Date”); (ii) continued payment if he holds any other positions with the Company, he resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Company for the Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced in Section 6(c)(i) to the same extent that the Company paid for such coverage immediately prior to the termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; Board); (iii) vesting as of the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive by the he returns all Company Groupproperty; and (iv) a bonus equal to he complies with his post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) he complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. To the extent that any severance payments are deferred compensation under Section 409A of the Code, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two (2) times calendar years, the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus Severance will not be made or a payment begin until the later calendar year. (d) For purposes of a bonus of $0this Agreement, “Accrued Obligations” are (i) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) accrued but unpaid salary through the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within sixty (60) days following the end of the fiscal year in which such termination occurs. None of the benefits described in this Section 6(c) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, which has (and not until it hasii) become irrevocable, satisfactory to the Company any unreimbursed business expenses incurred by Executive payable in the reasonable exercise of its discretion, releasing accordance with the Company’s standard expense reimbursement policies, its affiliatesand (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the provisions of such plan, including the REIT, accrued vacation and their officers, trustees and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employmentpersonal days.

Termination by the Company Without Cause. Except (a) The Company shall have the right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time without “Cause” (as provided defined in Section 6(d)6.2(b) below) by giving thirty (30) days’ advance notice as described in Section 7.1 of this Agreement; provided, if however, that the Company may elect for you to be on leave or to perform modified duties at any time between the date of notice and the date of termination. A termination pursuant to Sections 6.3 and 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 6.1. (b) If the Company terminates the Executive’s employment at any time without Cause pursuant to and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 5(b1.409A-1(h) a “Separation from Service”), the then Executive shall be entitled to receivereceive the Accrued Obligations (defined below) and, in addition subject to Executive’s compliance with the items referenced obligations in Section 6(a)6.1(c) below, then Executive shall also be entitled to receive (collectively, the following:“Severance Benefits”): (i) continued payment of his an amount equal to Executive’s then current Base Salary, at the rate in effect on his last day of employment, Salary for a period of twenty-four twelve (2412) months (the “Severance PaymentPeriod”). The Severance Payment shall be , less all applicable withholdings and deductions, paid in approximately equal installments beginning on the Company’s first regularly scheduled payroll date following the Release Effective Date (as defined in Section 6.1(c) below), with the remaining installments occurring on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Groupdates thereafter; (ii) continued payment by an amount equal to the bonus that Executive would have earned pursuant to Section 2.2 if Executive had remained employed through the end of the applicable fiscal year in which the termination date occurs, pro-rated based on the number of days that Executive was employed with the Company during the applicable fiscal year, payable on the date that such bonus is paid to the Company’s other executives; and (iii) payment of the employer portion of the premiums required to continue Executive’s group health care coverage under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that Executive timely elects to continue coverage under COBRA, until the earliest of (A) the close of the Severance Period, (B) the expiration of Executive’s eligibility for the Executive’s life and continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage during in connection with new employment (such period from the twenty-four termination date through the earliest of (24A), (B) month severance period referenced or (C), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines in its sole discretion that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 6(c)(i105(h)(2) of the Code, or any statute or regulation of similar effect (including but not limited to the same extent that 2010 Patient Protection and Affordable Care Act, as amended by the Company paid for such coverage immediately prior to 2010 Health Care and Education Reconciliation Act), then in lieu of providing the termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance periodCOBRA premiums, the Company thereafter shall be obliged only to will instead pay to Executive on the Executive an amount whichlast day of each remaining month of the COBRA Payment Period, after reduction for income and employment taxes, is a fully taxable cash payment equal to the employer COBRA premiums for such insurance that month, subject to applicable tax withholdings for the remainder of the COBRA Payment Period, regardless of whether Executive elects COBRA coverage (the “Special Severance Payment”). Executive may, but is not obligated to, use such severance period;Special Severance Payment toward the cost of COBRA premiums. If Executive becomes eligible for coverage under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the COBRA Payment Period, Executive must immediately notify the Company of such event, and all payments and obligations under this clause will cease. (c) Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) of this Agreement if: (i) Executive signs and delivers to the Company an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”), by the 60th day following the termination date or such earlier date as set forth in the Release, which cannot be revoked in whole or part (if applicable) by such date or such earlier date as set forth in the Release (the date that the Release can no longer be revoked is referred to as the “Release Effective Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) vesting as Executive returns all Company property in proper order and condition, reasonable wear and tear excepted, (including, but not limited to, all books, documents, papers, materials and any other property or assets relating to the business or affairs of the last day Company which may be in Executive’s possession or under his control but excluding copies of his employment in any unvested portion of any option records related to Executive’s compensation from the Company and any restricted shares previously issued to equity ownership in the Executive by the Company GroupCompany); and (iv) a bonus equal to two Executive complies with all post-termination obligations under this Agreement and the Confidential Information Agreement; and (2v) times Executive complies with the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in the Release. Upon termination of this Agreement and Executive’s employment if shorter)hereunder for any reason by either Party, Executive shall also be deemed to have resigned as a member of the Board. To the extent that any Severance Benefits are deferred compensation under Section 409A of the Code, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the payment of Severance Benefits will not be made or begin until the later calendar year. (yd) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within sixty (60) days following the end of the fiscal year in which such termination occurs. None of the benefits described in this Section 6(c) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, which has (and not until it hasii) become irrevocable, satisfactory to the Company any unreimbursed business expenses incurred by Executive payable in the reasonable exercise of its discretion, releasing accordance with the Company, its affiliates, including the REIT’s standard expense reimbursement policies, and their officers, trustees (iii) benefits owed to Executive under any qualified retirement plan or health and employees, from any welfare benefit plan in which Executive was a participant in accordance with applicable law and all claims or potential claims arising from or related to the Executive’s employment or termination provisions of employmentsuch plan.

Termination by the Company Without Cause. Except (a) The Company shall have the right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time without “Cause” (as provided defined in Section 6(d), if 6.2(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Sections 6.3 and 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 6.1. (b) If the Company terminates the Executive’s employment at any time without Cause pursuant to and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 5(b1.409A-1(h) a “Separation from Service”), the then Executive shall be entitled to receivereceive the Accrued Obligations (defined below) and, in addition subject to Executive’s compliance with the items referenced obligations in Section 6(a)6.1(c) below, then Executive shall also be entitled to receive (collectively, the following:“Severance Benefits”): (i) continued payment of his an amount equal to Executive’s then current Base Salary, at the rate in effect on his last day of employment, Salary for a period of twenty-four six (246) months (the “Severance PaymentPeriod”). The Severance Payment shall be , less all applicable withholdings and deductions, paid in approximately equal installments beginning on the Company’s first regularly scheduled payroll date following the Release Effective Date (as defined in Section 6.1(c) below), with the remaining installments occurring on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group;dates thereafter; and (ii) continued payment by of the Company employer portion of the premiums required to continue Executive’s group health care coverage under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that Executive elects to continue and remains eligible for these benefits under COBRA, until the earliest of (A) the close of the Severance Period, (B) the expiration of Executive’s eligibility for the Executive’s life and continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage during in connection with new employment (such period from the twenty-four termination date through the earliest of (24A) month severance period referenced through (C), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines in its sole discretion that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 6(c)(i105(h)(2) of the Internal Revenue Code, as amended, or any statute or regulation of similar effect (including but not limited to the same extent that 2010 Patient Protection and Affordable Care Act, as amended by the Company paid for such coverage immediately prior to 2010 Health Care and Education Reconciliation Act), then in lieu of providing the termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance periodCOBRA premiums, the Company thereafter shall be obliged only to will instead pay to Executive on the Executive an amount whichlast day of each remaining month of the COBRA Payment Period, after reduction for income and employment taxes, is a fully taxable cash payment equal to the employer COBRA premiums for such insurance that month, subject to applicable tax withholdings for the remainder of the COBRA Payment Period, regardless of whether Executive elects COBRA coverage (the “Special Severance Payment”). Executive may, but is not obligated to, use such severance period;Special Severance Payment toward the cost of COBRA premiums. If Executive becomes eligible for coverage under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the COBRA Payment Period, Executive must immediately notify the Company of such event, and all payments and obligations under this clause will cease. (c) Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance pursuant to Section 6.1(b) of this Agreement if: (i) Executive signs and delivers to the Company an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”), by the 60th day following the termination date or such earlier date as set forth in the Release, which cannot be revoked in whole or part (if applicable) by such date or such earlier date as set forth in the Release (the date that the Release can no longer be revoked is referred to as the “Release Effective Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) vesting as of the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive by the returns all Company Groupproperty; and (iv) a bonus equal to Executive complies with all post-termination obligations under this Agreement and the Confidential Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in the Release. To the extent that any severance payments are deferred compensation under Section 409A of the Code, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two (2) times calendar years, the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus Severance will not be made or a payment begin until the later calendar year. (d) For purposes of a bonus of $0this Agreement, “Accrued Obligations” are (i) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) accrued but unpaid salary through the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within sixty (60) days following the end of the fiscal year in which such termination occurs. None of the benefits described in this Section 6(c) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, which has (and not until it hasii) become irrevocable, satisfactory to the Company any unreimbursed business expenses incurred by Executive payable in the reasonable exercise of its discretion, releasing accordance with the Company, its affiliates, including the REIT’s standard expense reimbursement policies, and their officers, trustees (iii) benefits owed to Executive under any qualified retirement plan or health and employees, from any welfare benefit plan in which Executive was a participant in accordance with applicable law and all claims or potential claims arising from or related to the Executive’s employment or termination provisions of employmentsuch plan.

Termination by the Company Without Cause. Except (a) The Company shall have the right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time without “Cause” (as provided defined in Section 6(d), if 6.2(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Sections 6.3 and 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 6.1. (b) If the Company terminates the Executive’s employment at any time without Cause pursuant to and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 5(b1.409A-1(h) a “Separation from Service”), the then Executive shall be entitled to receivereceive the Accrued Obligations (defined below) and, in addition subject to Executive’s compliance with the items referenced obligations in Section 6(a)6.1(c) below, then Executive shall also be entitled to receive (collectively, the following:“Severance Benefits”): (i) continued payment of his an amount equal to Executive’s then current Base Salary, at the rate in effect on his last day of employment, Salary for a period of twenty-four nine (249) months (the “Severance PaymentPeriod”). The Severance Payment shall be , less all applicable withholdings and deductions, paid in approximately equal installments beginning on the Company’s first regularly scheduled payroll date following the Release Effective Date (as defined in Section 6.1(c) below), with the remaining installments occurring on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Groupdates thereafter; (ii) continued payment by the Company for the Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced in Section 6(c)(i) an amount equal to the same extent unpaid bonus (if any) that Executive would have earned pursuant to the Company paid for such coverage immediately Bonus Plan with respect to any Performance Period (as defined in the Bonus Plan) completed prior to the termination date but for the employment requirement set forth in Section 6.3 of the Bonus Plan; and (iii) payment of the employer portion of the premiums required to continue Executive’s employment and subject to group health care coverage under the eligibility requirements and other terms and conditions applicable provisions of such insurance coveragethe Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that if any such Executive timely elects to continue coverage under COBRA, until the earliest of (A) the close of the Severance Period, (B) the expiration of Executive’s eligibility for the continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage shall become unavailable during in connection with new employment (such period from the twenty-four termination date through the earliest of (24A), (B) month severance periodor (C), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines in its sole discretion that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code, or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company thereafter shall be obliged only to will instead pay to Executive on the Executive an amount whichlast day of each remaining month of the COBRA Payment Period, after reduction for income and employment taxes, is a fully taxable cash payment equal to the employer COBRA premiums for such insurance that month, subject to applicable tax withholdings for the remainder of the COBRA Payment Period, regardless of whether Executive elects COBRA coverage (the “Special Severance Payment”). Executive may, but is not obligated to, use such severance period;Special Severance Payment toward the cost of COBRA premiums. If Executive becomes eligible for coverage under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the COBRA Payment Period, Executive must immediately notify the Company of such event, and all payments and obligations under this clause will cease. (c) Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) of this Agreement if: (i) Executive signs and delivers to the Company an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”), by the 60th day following the termination date or such earlier date as set forth in the Release, which cannot be revoked in whole or part (if applicable) by such date or such earlier date as set forth in the Release (the date that the Release can no longer be revoked is referred to as the “Release Effective Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) vesting as Executive returns all Company property in proper order and condition, reasonable wear and tear excepted, (including, but not limited to, all books, documents, papers, materials and any other property or assets relating to the business or affairs of the last day Company which may be in Executive's possession or under his control but excluding copies of his employment in any unvested portion of any option records related to Executive’s compensation from the Company and any restricted shares previously issued to equity ownership in the Executive by the Company GroupCompany); and (iv) a bonus equal to Executive complies with all post-termination obligations under this Agreement and the Confidential Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in the Release. To the extent that any Severance Benefits are deferred compensation under Section 409A of the Code, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two (2) times calendar years, the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus Severance Benefits will not be made or a payment begin until the later calendar year. (d) For purposes of a bonus of $0this Agreement, “Accrued Obligations” are (i) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) accrued but unpaid salary through the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within sixty (60) days following the end of the fiscal year in which such termination occurs. None of the benefits described in this Section 6(c) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, which has (and not until it hasii) become irrevocable, satisfactory to the Company any unreimbursed business expenses incurred by Executive payable in the reasonable exercise of its discretion, releasing accordance with the Company, its affiliates, including the REIT’s standard expense reimbursement policies, and their officers, trustees (iii) benefits owed to Executive under any qualified retirement plan or health and employees, from any welfare benefit plan in which Executive was a participant in accordance with applicable law and all claims or potential claims arising from or related to the Executive’s employment or termination provisions of employmentsuch plan.

Termination by the Company Without Cause. Except (a) The Company shall have the right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time without “Cause” (as provided defined in Section 6(d), if 6.2(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Sections 6.3 and 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 6.1. (b) If the Company terminates the Executive’s employment at any time without Cause pursuant to and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 5(b1.409A-1(h) a “Separation from Service”), the then Executive shall be entitled to receivereceive the Accrued Obligations (defined below) and, in addition subject to Executive’s compliance with the items referenced obligations in Section 6(a)6.1(c) below, then Executive shall also be entitled to receive (collectively, the following:“Severance Benefits”): (i) continued payment of his an amount equal to Executive’s then current Base Salary, at the rate in effect on his last day of employment, Salary for a period of twenty-four six (246) months (the “Severance PaymentPeriod”). The Severance Payment shall be , less all applicable withholdings and deductions, paid in approximately equal installments beginning on the Company’s first regularly scheduled payroll date following the Release Effective Date (as defined in Section 6.1(c) below), with the remaining installments occurring on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group;dates thereafter; and (ii) continued payment by of the Company employer portion of the premiums required to continue Executive’s group health care coverage under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that Executive timely elects to continue overage under COBRA, until the earliest of (A) the close of the Severance Period, (B) the expiration of Executive’s eligibility for the Executive’s life and continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage during in connection with new employment (such period from the twenty-four termination date through the earliest of (24A), (B) month severance period referenced or (C), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines in its sole discretion that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 6(c)(i105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the same extent that 2010 Patient Protection and Affordable Care Act, as amended by the Company paid for such coverage immediately prior to 2010 Health Care and Education Reconciliation Act), then in lieu of providing the termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance periodCOBRA premiums, the Company thereafter shall be obliged only to will instead pay to Executive on the Executive an amount whichlast day of each remaining month of the COBRA Payment Period, after reduction for income and employment taxes, is a fully taxable cash payment equal to the employer COBRA premiums for such insurance that month, subject to applicable tax withholdings for the remainder of the COBRA Payment Period, regardless of whether Executive elects COBRA coverage (the “Special Severance Payment”). Executive may, but is not obligated to, use such severance period;Special Severance Payment toward the cost of COBRA premiums. If Executive becomes eligible for coverage under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the COBRA Payment Period, Executive must immediately notify the Company of such event, and all payments and obligations under this clause will cease. (c) Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) of this Agreement if: (i) Executive signs and delivers to the Company an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”), by the 60th day following the termination date or such earlier date as set forth in the Release, which cannot be revoked in whole or part (if applicable) by such date or such earlier date as set forth in the Release (the date that the Release can no longer be revoked is referred to as the “Release Effective Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) vesting as of the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive by the returns all Company Groupproperty; and (iv) a bonus equal to Executive complies with all post-termination obligations under this Agreement and the Confidential Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in the Release. To the extent that any Severance Benefits are deferred compensation under Section 409A of the Code, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two (2) times calendar years, the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus Severance Benefits will not be made or a payment begin until the later calendar year. (d) For purposes of a bonus of $0this Agreement, “Accrued Obligations” are (i) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) accrued but unpaid salary through the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within sixty (60) days following the end of the fiscal year in which such termination occurs. None of the benefits described in this Section 6(c) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, which has (and not until it hasii) become irrevocable, satisfactory to the Company any unreimbursed business expenses incurred by Executive payable in the reasonable exercise of its discretion, releasing accordance with the Company, its affiliates, including the REIT’s standard expense reimbursement policies, and their officers, trustees (iii) benefits owed to Executive under any qualified retirement plan or health and employees, from any welfare benefit plan in which Executive was a participant in accordance with applicable law and all claims or potential claims arising from or related to the Executive’s employment or termination provisions of employmentsuch plan.

Termination by the Company Without Cause. Except (a) The Company shall have the right to terminate Employee’s employment with the Company pursuant to this Section 5.1 at any time without “Cause” (as provided defined in Section 6(d), if the Company terminates the Executive’s employment without Cause 5.2(b) below) by giving notice as described in Section 5.6 of this Agreement. A termination pursuant to Section 5(b5.5 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 5.1. If the Company provides written notice to the Employee pursuant to Section 1.1 of its intent not to renew this Agreement, then the expiration of this Agreement shall be considered a termination without Cause. (b) In the event Employee’s employment is terminated without Cause, pursuant to the Company’s standard payroll policies, the Company shall pay to Employee the accrued but unpaid salary of Employee through the date of termination, together with all compensation and benefits payable to Employee based on his participation in any compensation or benefit plan, program or arrangement through the date of termination. Provided that Employee’s termination without Cause constitutes a Separation From Service (as defined below), and provided the Executive shall be entitled to receiveEmployee executes a general release in favor of the Company, in addition a form acceptable to the items referenced in Section 6(aCompany (the “Release”), and subject to Section 5.1(c) (the following: date that the Release becomes effective and may no longer be revoked by the Employee is referred to as the “Release Date”), then the Company shall (i) continued payment pay to Employee an amount equal to the sum of his (A) Employee’s then current Base Salary, at the rate in effect on his last day of employment, Salary for a period of twenty-four twelve (2412) months from the date of Separation From Service (such applicable period is referred to as the “Severance PaymentPeriod”). The Severance Payment shall be ) plus (B) an amount equal to Employee’s target bonus, less applicable withholdings and deductions, with such sum paid in approximately equal installments on the Company’s regularly scheduled regular payroll datesdates running from the Separation From Service; provided, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group; (ii) continued payment by the Company for the Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced in Section 6(c)(i) to the same extent however, that the Company paid for such coverage immediately no payments will be made prior to the termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided day that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting as of the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive by the Company Group; and (iv) a bonus equal to two (2) times the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within sixty (60) days following the end date of Separation From Service, and on such date, the fiscal year in which such termination occurs. None of Company will make the benefits described in first payment to Employee under this Section 6(c5.1(b)(i), in a lump sum, equal to the aggregate amount of salary continuation that the Company would have paid to Employee through such date had the payments commenced on the Separation From Service through such 60th day, with the balance paid thereafter on the schedule described above; (ii) will Employee shall be payable unless credited with an additional year of service credit from the Executive has signed a general release date of termination for purposes of vesting any outstanding equity awards; and (attached hereto as Exhibit Aiii) within 45 days of if Employee is participating in the Company’s employee group health insurance plans on the effective date of termination, and timely elects and remains eligible for continued coverage under COBRA, or, if applicable, state or local insurance laws, the Company shall pay to Employee, on the first day of each month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Employee and his eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for a number of months equal to the lesser of (i) the duration of the period in which has Employee and his eligible dependents are enrolled in such COBRA coverage (and not until it hasotherwise covered by another employer’s group health plan) become irrevocableand (ii) twelve (12) months. Employee may, satisfactory but is not obligated to, use such Special Cash Payment toward the cost of COBRA premiums. On the 60th day following Employee’s Separation From Service, the Company will make the first payment to Employee under this Section 5.1(b)(ii), in a lump sum, equal to the aggregate Special Cash Payments that the Company would have paid to Employee through such date had the Special Cash Payments commenced on the first day of the first month following the Separation From Service through such 60th day, with the balance of the Special Cash Payments paid thereafter on the schedule described above. In the event Employee becomes covered under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the period provided in this Section 5.1(b)(ii), Employee must immediately notify the reasonable exercise Company of its discretionsuch event and the Company shall cease payment of the Special Cash Payments. (c) Employee shall not receive any of the benefits pursuant to Section 5.1(b) unless he executes the Release within the consideration period specified therein, releasing the Company, its affiliates, including the REITwhich shall in no event be more than 45 days, and their officersuntil the Release becomes effective and can no longer be revoked by Employee under its terms. In all cases, trustees the Release must be signed and employeeseffective not later than the 60th day following Employee’s Separation From Service. Employee’s ability to receive benefits pursuant to Section 5.1(b) is further conditioned upon his: complying with his termination and post-termination obligations under this Agreement and any other agreements between Employee and the Company and complying with the Release including without limitation any confidentiality provisions contained therein. (d) The benefits provided to Employee pursuant to this Section 5.1 are in lieu of, from and not in addition to, any and all claims benefits to which Employee may otherwise be entitled under any Company severance plan, policy or potential claims arising from or related to program. (e) The damages caused by the Executivetermination of Employee’s employment or termination of employmentwithout Cause would be difficult to ascertain; therefore, the severance for which Employee is eligible pursuant to Section 5.1(b) above in exchange for the Release is agreed to by the parties as liquidated damages, to serve as full compensation, and not a penalty.

Termination by the Company Without Cause. Except as provided The Company shall have the right, at any time during the Term, to terminate the Executive’s employment with the Company without Cause by giving written notice to the Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide 30 days pay in Section 6(d), if lieu of notice. If the Company terminates the Executive’s employment without Cause pursuant Cause, the Company’s obligation to Section 5(b), the Executive shall be entitled limited solely to receive, in addition to the items referenced in Section 6(a), the following: (i) continued payment unpaid Base Salary plus any bonus and benefits accrued up to the effective date of his termination; (ii) payments equal to the Executive’s then-current Base Salary, at the rate in effect on his last day of employment, Salary for a period of twenty-four twelve (2412) months (the “Severance Payment”). The Severance Payment shall be paid in approximately equal installments on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions months; and withholdings for sums owed by the Executive to the Company Group; (ii) continued payment by the Company for the Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced in Section 6(c)(i) to the same extent that the Company paid for such coverage immediately prior to the termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting as if Executive is eligible for and timely elects COBRA coverage, payment of Executive’s COBRA premiums for a period of up to twelve (12) months. As a condition to his receipt of the last day post-employment payments and benefits under this Section 6(c), Executive shall be in compliance with Section 5 of his employment this Agreement, and required to execute, return, not rescind and comply with a release of claims agreement in any unvested portion favor of any option and any restricted shares previously issued the Company, in a form to the Executive be prepared by the Company Group; and (iv) a bonus equal Company. Executive shall have no duty to two (2) times the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within sixty (60) days following the end of the fiscal year in which such termination occurs. None of the benefits described in mitigate damages under this Section 6(c) will be payable unless during the applicable severance period and, in the event Executive has signed a general release (attached hereto as Exhibit A) within 45 days shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of date of termination, which has (and not until it has) become irrevocable, satisfactory the Company hereunder. Notwithstanding anything herein to the Company in the reasonable exercise of its discretioncontrary, releasing the Company, its affiliates, including the REIT, and their officers, trustees and employees, from any and all claims or potential claims arising from or related to the this 6(c) shall not apply if Executive’s employment is terminated by the Company or termination a succeeding entity without Cause upon or within one year of employmenta Change in Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall control.

Termination by the Company Without Cause. Except (a) The Company shall have the right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time without “Cause” (as provided defined in Section 6(d), if 6.2(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Sections 6.3 and 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 6.1. (b) If the Company terminates the Executive’s employment at any time without Cause pursuant to and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 5(b1.409A-1(h) a “Separation from Service”), the then Executive shall be entitled to receivereceive the Accrued Obligations (defined below) and, in addition subject to Executive’s compliance with the items referenced obligations in Section 6(a)6.1(c) below, then Executive shall also be entitled to receive (collectively, the following:“Severance Benefits”): (i) continued payment of his an amount equal to Executive’s then current Base Salary, at the rate in effect on his last day of employment, Salary for a period of twenty-four six (246) months (the “Severance PaymentPeriod”). The Severance Payment shall be , less all applicable withholdings and deductions, paid in approximately equal installments beginning on the Company’s first regularly scheduled payroll date following the Release Effective Date (as defined in Section 6.1(c) below), with the remaining installments occurring on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Groupdates thereafter; (ii) continued payment by an amount equal to the bonus that Executive would have earned pursuant to Section 2.2 if Executive had remained employed through the end of the applicable fiscal year in which the termination date occurs, pro-rated based on the number of days that Executive was employed with the Company during the applicable fiscal year, payable on the date that such bonus is paid to the Company’s other executives; and (iii) payment of the employer portion of the premiums required to continue Executive’s group health care coverage under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that Executive timely elects to continue coverage under COBRA, until the earliest of (A) the close of the Severance Period, (B) the expiration of Executive’s eligibility for the Executive’s life and continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage during in connection with new employment (such period from the twenty-four termination date through the earliest of (24A), (B) month severance period referenced or (C), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines in its sole discretion that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 6(c)(i105(h)(2) of the Code, or any statute or regulation of similar effect (including but not limited to the same extent that 2010 Patient Protection and Affordable Care Act, as amended by the Company paid for such coverage immediately prior to 2010 Health Care and Education Reconciliation Act), then in lieu of providing the termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance periodCOBRA premiums, the Company thereafter shall be obliged only to will instead pay to Executive on the Executive an amount whichlast day of each remaining month of the COBRA Payment Period, after reduction for income and employment taxes, is a fully taxable cash payment equal to the employer COBRA premiums for such insurance that month, subject to applicable tax withholdings for the remainder of the COBRA Payment Period, regardless of whether Executive elects COBRA coverage (the “Special Severance Payment”). Executive may, but is not obligated to, use such severance period;Special Severance Payment toward the cost of COBRA premiums. If Executive becomes eligible for coverage under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the COBRA Payment Period, Executive must immediately notify the Company of such event, and all payments and obligations under this clause will cease. (c) Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) of this Agreement if: (i) Executive signs and delivers to the Company an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”), by the 60th day following the termination date or such earlier date as set forth in the Release, which cannot be revoked in whole or part (if applicable) by such date or such earlier date as set forth in the Release (the date that the Release can no longer be revoked is referred to as the “Release Effective Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) vesting as Executive returns all Company property in proper order and condition, reasonable wear and tear excepted, (including, but not limited to, all books, documents, papers, materials and any other property or assets relating to the business or affairs of the last day Company which may be in Executive’s possession or under his control but excluding copies of his employment in any unvested portion of any option records related to Executive’s compensation from the Company and any restricted shares previously issued to equity ownership in the Executive by the Company GroupCompany); and (iv) a bonus equal to Executive complies with all post-termination obligations under this Agreement and the Confidential Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in the Release. To the extent that any Severance Benefits are deferred compensation under Section 409A of the Code, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two (2) times calendar years, the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus Severance Benefits will not be made or a payment begin until the later calendar year. (d) For purposes of a bonus of $0this Agreement, “Accrued Obligations” are (i) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) accrued but unpaid salary through the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within sixty (60) days following the end of the fiscal year in which such termination occurs. None of the benefits described in this Section 6(c) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, which has (and not until it hasii) become irrevocable, satisfactory to the Company any unreimbursed business expenses incurred by Executive payable in the reasonable exercise of its discretion, releasing accordance with the Company, its affiliates, including the REIT’s standard expense reimbursement policies, and their officers, trustees (iii) benefits owed to Executive under any qualified retirement plan or health and employees, from any welfare benefit plan in which Executive was a participant in accordance with applicable law and all claims or potential claims arising from or related to the Executive’s employment or termination provisions of employmentsuch plan.

Termination by the Company Without Cause. Except (i) The Company shall have the right to terminate Executive’s employment at any time during the Employment Period without Cause by giving notice to Executive as provided described in Section 6(d). For sake of clarity, if the Company terminates the termination of Executive’s employment without Cause pursuant to Section 5(b), the Executive 6(c) shall be entitled to receive, in addition to the items referenced in constitute a termination without Cause for purposes of this Section 6(a), the following: (i) continued payment of his Base Salary, at the rate in effect on his last day of employment, for a period of twenty6. -3- 000-four (24) months (the “Severance Payment”). The Severance Payment shall be paid in approximately equal installments on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group;0000-0000/5 (ii) continued payment by In the event that The Company for the Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced in Section 6(c)(i) to the same extent that the Company paid for such coverage immediately prior to the termination of the terminates Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period;Employment Period without Cause: (iiiA) vesting as of the last day of his employment in The Company shall pay or provide to Executive any unvested portion of any option and any restricted shares previously issued to the Executive by the Company GroupAccrued Obligations; and (ivB) a bonus equal Subject to two (2) times the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorterSection 6(e), and the Company shall pay to Executive, (yI) the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within sixty (60) days following the end of the fiscal year in which such termination occurs. None of the benefits described in this Section 6(c) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, which has a lump sum cash payment in an amount equal to twelve (12) months of Executive’s Base Salary as of the Termination Date (as defined below) and not until it has) become irrevocable, satisfactory an amount equal to 100% of Executive’s Target Bonus attributable to the Company in fiscal year during which the reasonable exercise Termination Date occurs if such bonus would have been earned and paid but for the termination of its discretion, releasing Employee’s employment (the Company, its affiliates, including the REIT“Severance Payment”), and their officers, trustees and employees, from any and all claims or potential claims arising from or related to (II) eighteen (18) consecutive monthly cash payments (commencing with the first month following Executive’s employment or termination of employment, and continuing until the first month following Executive’s termination of employment) each equal to the monthly COBRA premium in effect as of the date of Executive’s termination of employment for the level of coverage in effect for Executive under The Company’s group health plan (the “COBRA Payments” and, together with the Severance Payment, the “Severance Benefits”); and (C) Subject to Section 6(e), effective as of the Termination Date, the vesting and exercisability of all then outstanding equity awards (excluding such portion of any equity awards (A) whose vesting is based on performance-based criteria and (B) that is intended to constitute “qualified performance-based compensation” within the meaning of Section 162(m) of the Code (other than options granted at fair market value) (each, a “Performance-Based Award”)) held by Employee shall accelerate in full. The time-based vesting and exercisability (if any) of all Performance-Based Awards held by Employee shall accelerate effective as of the Termination Date. Any Performance-Based Award shall become vested and exercisable only if the applicable performance-based criteria are satisfied at the end of the applicable period relating to such award, at which time such Performance-Based Award shall become vested and exercisable on a pro-rated basis by multiplying such Performance-Based Award by a fraction, the numerator of which is the number of full months Employee was employed by the Company during the applicable performance period, and the denominator of which is the total number of months in such performance period. The term of any option that is treated as a Performance-Based Award shall include any period referred to in the preceding sentence during which the option shall not be terminated. Any Performance-Based Award for which the performance criteria are not satisfied within the applicable performance period shall terminate at the end of such period.

Termination by the Company Without Cause. Except as provided in Section 6(d), if (a) The Company shall have the Company terminates the right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time without Cause “Cause” (as defined in Section 6.2(b) below) by giving notice as described in Section 6.6 of this Agreement. A termination pursuant to Section 5(b6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 6.1. (b) In the event Executive’s employment is terminated without Cause on or after the first anniversary of the Start Date, then provided that Executive executes a general release in favor of the Company, in substantially the form attached as Exhibit C (the “Release”), and subject to Section 6.1(c) (the date that the Release becomes effective and may no longer be revoked by Executive shall be entitled is referred to receive, in addition to as the items referenced in Section 6(a“Release Date”), then the following:Company shall provide the following severance benefits to Executive (the “Severance Benefits”): (i) continued payment of his an amount equal to Executive’s then current Base Salary, at the rate in effect on his last day of employment, Salary for a period of twenty-four nine (249) months following the Release Date (such applicable period is referred to as the “Severance PaymentPeriod”). The Severance Payment shall be paid in approximately equal installments , less applicable withholdings and deductions, on the Company’s regularly scheduled regular payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group; (ii) continued payment by an amount equal to 50% of the Company for the Executive’s life and health insurance coverage Target Bonus that Executive was eligible to receive during the twentycalendar year in which Executive is terminated without Cause (if any) prorated for any partial year of employment on the basis of a 365-four (24) month severance period referenced day year, less applicable withholdings and deductions, payable in Section 6(c)(i) to a lump sum on the same extent that the Company paid for such coverage immediately prior to the termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting as of the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive by the Company Group; and (iv) a bonus equal to two (2) times the greater later of (x) the average of all date that annual performance bonuses are normally paid to other executives at the Executive (taking into account a payment of no bonus Company for that calendar year or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) the most recent bonus paid Release Date, but in no event later than March 15 of the year following the year for which the Target Bonus is paid; and (iii) provided Executive timely elects and remains eligible for continued coverage under COBRA, the Company will pay Executive COBRA premiums for the coverage that Executive and Executive’s eligible dependents had at the time of the separation from the Company until the earliest of: (x) nine (9) months following the separation from the Company (the “COBRA Period”); (y) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (z) the date Executive cease to be eligible for COBRA continuation coverage for any reason (such period from the termination date through the earlier of (x)-(z), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying such portion of the premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the portion of such COBRA premium that would have been paid by the Company for such month, subject to applicable tax withholding, for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company. For the avoidance of doubt, COBRA premiums paid by Executive before the Release Date, if any, will be reimbursed by the Company through a lump-sum payment to Executive on the Release Date, contingent upon Executive’s submission of any required documentation of proof of payment. Such bonus In the event Executive’s employment is terminated without Cause before the first anniversary of the Start Date, then provided that Executive executes and does not revoke the Release, and subject to Section 6.1(c) then the Company shall provide the Executive with the Severance Benefits, except that the Severance Period under Sections 6.1(b)(i) shall be paid reduced to three (3) months and the COBRA Period set forth in Section 6.1(b)(iii)(x) shall be reduced to three (3) months. To receive any Severance Benefits under this Section 6.1, Executive’s termination must constitute a “separation from service” (as defined under Treasury Regulation Section 1.409A- 1(h)) and Executive must execute and allow the Release to become effective within sixty (60) days following of Executive’s termination (or sooner in accordance with the end of consideration period specified in the fiscal year in which such termination occurs. None Release). (c) Executive shall not receive any of the benefits described pursuant to Section 6.1(b) or Section 6.4 unless he executes the Release within the consideration period specified therein, which shall in no event be more than 60 days, and until the Release becomes effective and can no longer be revoked by Executive under its terms. If the consideration period for signing the Release spans two calendar years, then, notwithstanding when Executive signs the Release and the Release becomes effective, no payments under Sections 6.1(b) or 6.4 will occur until the subsequent calendar year if necessary to avoid the imposition of taxes under Section 409A (with such payments beginning or being made, as applicable, on the later of the Company’s first regularly scheduled payroll date in the subsequent calendar year or the first payroll date after the Release Date). Executive’s ability to receive benefits pursuant to Section 6.1(b) or Section 6.4 is further conditioned upon his: returning all Company property; complying with his post-termination obligations under this Agreement and the Confidential Information Agreement; and complying with the Release, including without limitation any non- disparagement and confidentiality provisions contained therein. (d) In the event Executive’s employment is terminated at any time without Cause, in addition to the severance benefits in Section 6(c6.1(b) will be payable unless or in Section 6.4, the Company shall pay to Executive has signed a general release (attached hereto as Exhibit A) within 45 days the accrued but unpaid salary of Executive through the date of termination, which has (and not until it has) become irrevocable, satisfactory to the Company in the reasonable exercise of its discretion, releasing accordance with the Company’s standard payroll policies, its affiliatestogether with all compensation and benefits payable to Executive based on his participation in any compensation or benefit plan, including program or arrangement through the REIT, and their officers, trustees and employees, from any and all claims or potential claims arising from or related to date of termination. The Company will also reimburse Executive for reasonable business expenses in accordance with the Company’s standard expense reimbursement policy. (e) The damages caused by the termination of Executive’s employment without Cause would be difficult to ascertain; therefore, the severance for which Executive is eligible pursuant to Section 6.1(b) or termination of employmentSection 6.4 in exchange for the Release is agreed to by the parties as liquidated damages, to serve as full compensation, and not a penalty.

Termination by the Company Without Cause. Except (a) The Company shall have the right to terminate Employee’s employment with the Company pursuant to this Section 6.1 at any time without “Cause” (as provided defined in Section 6(d), if the Company terminates the Executive’s employment without Cause 6.2(a) below) by giving notice as described in Section 6.6 of this Agreement. A termination pursuant to Section 5(b6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 6.1. (b) In the event Employee’s employment is terminated without Cause, then provided that the Employee executes and does not revoke a separation agreement that includes a general release substantially in the form attached hereto as Exhibit A (the “Release”), and subject to Section 6.1(c) (the Executive shall date that the Release becomes effective and may no longer be entitled revoked by the Employee is referred to receive, in addition to as the items referenced in Section 6(a“Release Date”), the followingthen: (i) continued payment of his the Company shall pay to Employee (A) an amount equal to Employee’s then current Base SalarySalary for the Severance Period (as defined below), at the rate in effect on his last day of employment, for a period of twenty-four (24) months less applicable withholdings and deductions (the “Severance Payment”). The Severance Payment shall be paid , in approximately equal installments in accordance with the Company’s ordinary payroll practices commencing on the Company’s regularly scheduled first regular payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group; (ii) continued payment by the Company for the Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced in Section 6(c)(i) to the same extent date that the Company paid for such coverage immediately prior to the termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting as of the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive by the Company Group; and (iv) a bonus equal to two (2) times the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within more than sixty (60) days following the Separation Date (as defined below), and shall be for any accrued Base Salary for the sixty (60) day period plus the period from the sixtieth (60th) day until the regular payroll date, if applicable, and all salary continuation payments thereafter, if any, shall be made on the Company’s regular payroll dates and (B) any expense reimbursement amounts due with respect to periods prior to the date of termination. (ii) if the Employee timely elects continued coverage under COBRA for himself and his covered dependents under the Company’s group health plans following such termination, then the Employee will be entitled to the following COBRA benefits (the “COBRA Benefits,” together with the Severance Payment, the “Severance Benefits”): the Company shall pay the COBRA premiums necessary to continue the Employee’s and his covered dependents’ health insurance coverage in effect for himself (and his covered dependents) on the termination date until the earliest of (x) a number of months following the termination date equal to the Severance Period (the “COBRA Severance Period”); (y) the date when the Employee becomes eligible for health insurance coverage in connection with new employment or self-employment; or (iii) the date the Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on the Employee’s behalf would result in a violation of applicable law (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay the Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Employee’s payment of COBRA premiums and without regard to the expiration of the COBRA period prior to the end of the fiscal year in which such termination occursCOBRA Payment Period. None of the benefits described Nothing in this Agreement shall deprive the Employee of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company. (c) Employee shall not receive the Severance Benefits pursuant to Section 6(c6.1(b) will be payable unless he executes the Executive has signed a general release (attached hereto as Exhibit A) Release within 45 days of date of terminationthe consideration period specified therein, which has shall in no event be more than sixty (60) days, and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to Section 6.1(b) is further conditioned upon his: returning all Company property; complying with his post-termination obligations under this Agreement and the Proprietary Information Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (d) The benefits provided to Employee pursuant to this Section 6.1 are in lieu of, and not until it hasin addition to, any benefits to which Employee may otherwise be entitled under any Company severance plan, policy or program. (e) become irrevocableThe damages caused by the termination of Employee’s employment without Cause would be difficult to ascertain; therefore, satisfactory the severance for which Employee is eligible pursuant to Section 6.1(b) above in exchange for the Company in Release is agreed to by the reasonable exercise of its discretionparties as liquidated damages, releasing the Company, its affiliates, including the REITto serve as full compensation, and their officersnot a penalty. (f) For purposes of this Agreement, trustees and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employment“Severance Period” shall mean twelve (12) months.

Termination by the Company Without Cause. Except as provided in Section 6(d), if the (a) The Company terminates may terminate the Executive’s employment at any time, for whatever reason it deems appropriate or without Cause reason; provided, however, that in the event that such termination is not pursuant to Section 5(b6.1 (Death); 6.2 (Disability); 6.3 (Due Cause); 6.5 (Voluntary Termination); or 6.6 (Retirement), the Company shall pay to the Executive shall be entitled to receivethe Base Salary and vacation accrued through the Termination Date (at the annual rate then in effect) and the bonus provided for in Section 3.2 for the Termination Year (as well as any then earned but unpaid bonus for the year preceding the Termination Year, in if applicable). (b) In addition to the items referenced payments described in Section 6(a6.4(a), the following: Company shall pay to the Executive, within forty-five (45) days following the Termination Date, a severance payment in an amount equal to eighteen (18) months of the Base Salary (at the annual rate in effect immediately prior to termination) and the Additional Bonus Payment. Any portion of this severance benefit that is in excess of the lesser of two (2) times (i) continued payment the Executive’s annualized rate of his Base Salary, at compensation for the rate preceding taxable year (adjusted for certain increases that would have been received in the normal course of employment) or (ii) the Code Section 401(a)(17) compensation limit for qualified plan purposes as in effect on his last day of employmentfor the year in which the Termination Date occurs, for shall not be paid as a period of twenty-four (24) months (the “Severance Payment”). The Severance Payment severance benefit but shall be paid in approximately equal installments on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive in a single lump sum six (6) months and one day after the Termination Date. For eighteen (18) months following termination pursuant to this Section 6.4(b), the Company Group; shall (i) reimburse the Executive for his reasonable costs of medical and dental coverage as provided under COBRA, (ii) continued payment reimburse the Executive for his reasonable costs incurred in maintaining his life and disability coverage, and (iii) reimburse the Executive for all other benefits granted to the Executive in Sections 3.4, 3.6, 3.8 and 5.1, each at levels substantially equivalent to those provided by the Company for the Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced in Section 6(c)(i) to the same extent that the Company paid for such coverage Executive immediately prior to the termination of his employment (including such other benefits as shall be provided to senior corporate officers of the Company in lieu of such benefits from time to time during the eighteen (18) month payment period), on the same basis, including the Company’s payment of premiums and contributions, as such benefits are provided to other senior corporate officers of the Company or were provided to the Executive prior to the termination. Reimbursements of expenses which provide for nonqualified deferred compensation under Code Section 409A, if any, shall not be paid before six (6) months and one day after the Executive’s employment and subject Termination Date. The amount of expenses eligible for reimbursement, or in-kind benefits provided, during a taxable year of the Executive may not affect the expenses eligible for reimbursement, or in-kind benefits to the eligibility requirements and be provided in any other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter taxable year. Reimbursements shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting as of paid on or before the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive by the Company Group; and (iv) a bonus equal to two (2) times the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shortertaxable year following the taxable year in which the expense was incurred. The right to reimbursement hereunder is not subject to liquidation or exchange for another benefit. In addition, for a period of eighteen (18) months immediately following the Executive’s Termination Date, the Executive will be provided with outplacement services commensurate with those provided to other senior corporate officers of the Company through a vendor selected by the Company. Rights and benefits of the Executive or transferee under the benefit plans and programs of Hanger shall be determined in accordance with the provisions of such plans and programs. (c) Notwithstanding the foregoing, in the event that Hanger is no longer a publicly-traded entity as of the Termination Date, or ceases to be a publicly-traded entity within the six (6) month period immediately following the Termination Date, then the Company shall pay to Executive the payments set forth in Section 6.4(b), and or any unpaid portion thereof, as applicable, within forty-five (y45) days from the later of (i) the most recent bonus paid Termination Date or (ii) the date Hanger ceased to be a publicly-traded entity. Notwithstanding the foregoing, in the event that the death of the Executive occurs within six (6) months following the Termination Date, the Company shall pay to the Executive. Such bonus shall ’s estate any unpaid portion of the amounts due to be paid to the Executive pursuant to Section 6.4(b) within sixty forty-five (6045) days following receipt by the end Company of notice of Executive’s death. (d) Notwithstanding anything in this Agreement to the contrary, Executive shall not be entitled to any payments under Section 6.4(b) unless Executive has first duly executed the Release on or immediately following the Termination Date; provided, however, that, in the event of any change in any applicable law (or interpretation thereof), the Release shall be subject to reasonable modification by the parties so as to preserve the intent of the fiscal year in which parties with respect to such termination occurs. None of the benefits described in this Section 6(c) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, which has (and not until it has) become irrevocable, satisfactory to the Company in the reasonable exercise of its discretion, releasing the Company, its affiliates, including the REIT, and their officers, trustees and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employmentRelease.

Termination by the Company Without Cause. Except (a) The Company shall have the right to terminate Employee’s employment with the Company pursuant to this Section 6.1 at any time without “Cause” (as provided defined in Section 6(d), if the Company terminates the Executive’s employment without Cause 6.2(a) below) by giving notice as described in Section 6.6 of this Agreement. A termination pursuant to Section 5(b6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 6.1. (b) In the event Employee’s employment is terminated without Cause, then provided that Employee executes and does not revoke a separation agreement that includes a general release substantially in the form attached hereto as Exhibit A (the “Release”), as may be modified to reflect changes in the Executive shall law, and subject to Section 6.1(c) (the date that the Release becomes effective and may no longer be entitled revoked by Employee is referred to receive, in addition to as the items referenced in Section 6(a“Release Date”), the followingthen: (i) continued payment of his the Company shall pay to Employee a cash amount equal to Employee’s then current Base SalaryCompensation for the Severance Period (as defined below), at the rate in effect on his last day of employment, for a period of twenty-four (24) months less applicable withholdings and deductions (the “Severance Payment”). The Severance Payment shall be paid , in approximately equal installments for the duration of the Severance Period in accordance with the Company’s ordinary payroll practices commencing on the Company’s regularly scheduled first regular payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group; (ii) continued payment by the Company for the Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced in Section 6(c)(i) to the same extent date that the Company paid for such coverage immediately prior to the termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting as of the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive by the Company Group; and (iv) a bonus equal to two (2) times the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within more than sixty (60) days following the end Separation Date (as defined below), and the first payment shall be for the portion of the fiscal year in which Severance Payment that would have been paid during the sixty (60) day period, had payments commenced immediately following the termination date, plus the period from the sixtieth (60th) day until the regular payroll date, if applicable, and all salary continuation payments thereafter, if any, shall be made on the Company’s regular payroll dates; and (ii) if Employee timely elects continued coverage under COBRA for himself and his covered dependents under the Company’s group health plans following such termination occurs. None of the benefits described in this Section 6(c) termination, then Employee will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, which has (and not until it has) become irrevocable, satisfactory entitled to the following COBRA benefits (the “COBRA Benefits,” together with the Severance Payment, the “Severance Benefits”): the Company in the reasonable exercise of its discretion, releasing the Company, its affiliates, including the REIT, and their officers, trustees and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employment.shall

Termination by the Company Without Cause. Except as provided in Section 6(d), if The Company may terminate the Company terminates the ExecutiveEmployee’s employment without Cause pursuant (as defined below) at any time during the Employment Period upon written notice to the Employee provided in accordance with Section 5(b16 below. If the Employee’s employment is terminated as provided in this Section 7.1, the Company shall pay to the Employee (a) the Employee’s earned but unpaid salary accrued through the Date of Termination (as defined below), (b) accrued but unpaid vacation time through the Executive Date of Termination, (c) reimbursement of any properly submitted business expenses incurred by the Employee prior to the Date of Termination that are reimbursable under Sections 6.2 or 6.3 above, and (d) any vested benefits and other amounts due to the Employee under any plan, program or policy of the Company (together, all of these benefits shall be entitled referred to receive, in addition to the items referenced in Section 6(a), the following: (i) continued payment of his Base Salary, at the rate in effect on his last day of employment, for a period of twenty-four (24) months (as the “Severance PaymentAccrued Obligations”). The Severance Payment shall Accrued Obligations described in clauses (a) – (c) above will be paid in approximately equal installments on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group; (ii) continued payment by the Company for the Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced in Section 6(c)(i) to the same extent that the Company paid for such coverage immediately prior to the termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting as of the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive by the Company Group; and (iv) a bonus equal to two (2) times the greater of (x) the average of all bonuses paid to the Executive Employee as soon as practicable on or after the Date of Termination, but in any event within thirty (taking into account a payment 30) days following the Date of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months Termination (or the period of the Executive’s employment if shortersuch earlier date as may be required by applicable law), and provided, in the case of reimbursable expenses, that such expenses have been properly substantiated in accordance with applicable Company policy within fourteen (y14) calendar days following the most recent bonus paid to the ExecutiveDate of Termination. Such bonus The Accrued Obligations described in clause (d) above shall be paid to the Executive within sixty (60) days following the end of the fiscal year in which Employee as such termination occurs. None of the benefits described in this Section 6(c) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, which has (and not until it has) obligations become irrevocable, satisfactory due to the Company Employee in accordance with the reasonable exercise applicable plan or program. In addition, subject to Sections 7.8 and 24 below, the Employee’s execution and non-revocation of its discretiona binding Release (as defined below) in accordance with Section 7.8 below and the Employee’s continued compliance with the Confidentiality Agreement (as defined below) and Sections 8 – 10 below, releasing the Company, its affiliates, including the REIT, and their officers, trustees and employees, from any and all claims or potential claims arising from or related Employee shall be entitled to the Executive’s employment or termination of employment.following payments and benefits from the Company (referred to collectively as the “Severance”):

Termination by the Company Without Cause. Except (a) The Company shall have the right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time without “Cause” (as provided defined in Section 6(d), if 6.2(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Sections 6.3 and 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 6.1. (b) If the Company terminates the Executive’s employment at any time without Cause pursuant to and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 5(b1.409A-1(h) a “Separation from Service”), the then Executive shall be entitled to receivereceive the Accrued Obligations (defined below) and, in addition subject to Executive’s compliance with the items referenced obligations in Section 6(a)6.1(c) below, then Executive shall also be entitled to receive (collectively, the following:“Severance Benefits”): (i) continued payment of his an amount equal to Executive’s then current Base Salary, at the rate in effect on his last day of employment, Salary for a period of twenty-four nine (249) months (the “Severance PaymentPeriod”). The Severance Payment shall be , less all applicable withholdings and deductions, paid in approximately equal installments beginning on the Company’s first regularly scheduled payroll date following the Release Effective Date (as defined in Section 6.1(c) below), with the remaining installments occurring on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Groupdates thereafter; (ii) an amount equal to the bonus (if any) that Executive would have earned pursuant to the Bonus Plan with respect to any full Performance Period (as defined in the Bonus Plan) through which Executive continued to provide services, notwithstanding the employment requirement set forth in Section 6.3 of the Bonus Plan, which shall be paid at the same time and in the same manner that bonus awards are paid to the Company’s other participants in the Bonus Plan; and (iii) payment by of the Company employer portion of the premiums required to continue Executive’s group health care coverage under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that Executive timely elects to continue coverage under COBRA, until the earliest of (A) the close of the Severance Period, (B) the expiration of Executive’s eligibility for the Executive’s life and continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage during in connection with new employment (such period from the twenty-four termination date through the earliest of (24A), (B) month severance period referenced or (C), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines in its sole discretion that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 6(c)(i105(h)(2) of the Code, or any statute or regulation of similar effect (including but not limited to the same extent that 2010 Patient Protection and Affordable Care Act, as amended by the Company paid for such coverage immediately prior to 2010 Health Care and Education Reconciliation Act), then in lieu of providing the termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance periodCOBRA premiums, the Company thereafter shall be obliged only to will instead pay to Executive on the Executive an amount whichlast day of each remaining month of the COBRA Payment Period, after reduction for income and employment taxes, is a fully taxable cash payment equal to the employer COBRA premiums for such insurance that month, subject to applicable tax withholdings for the remainder of the COBRA Payment Period, regardless of whether Executive elects COBRA coverage (the “Special Severance Payment”). Executive may, but is not obligated to, use such severance period;Special Severance Payment toward the cost of COBRA premiums. If Executive becomes eligible for coverage under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the COBRA Payment Period, Executive must immediately notify the Company of such event, and all payments and obligations under this clause will cease. (c) Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) of this Agreement if: (i) Executive signs and delivers to the Company an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”), by the 60th day following the termination date or such earlier date as set forth in the Release, which cannot be revoked in whole or part (if applicable) by such date or such earlier date as set forth in the Release (the date that the Release can no longer be revoked is referred to as the “Release Effective Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) vesting as Executive returns all Company property in proper order and condition, reasonable wear and tear excepted, (including, but not limited to, all books, documents, papers, materials and any other property or assets relating to the business or affairs of the last day Company which may be in Executive’s possession or under his control but excluding copies of his employment in any unvested portion of any option records related to Executive’s compensation from the Company and any restricted shares previously issued to equity ownership in the Executive by the Company GroupCompany); and (iv) a bonus equal to Executive complies with all post-termination obligations under this Agreement and the Confidential Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in the Release. To the extent that any Severance Benefits are deferred compensation under Section 409A of the Code, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two (2) times calendar years, the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus Severance Benefits will not be made or a payment begin until the later calendar year. (d) For purposes of a bonus of $0this Agreement, “Accrued Obligations” are (i) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) accrued but unpaid salary through the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within sixty (60) days following the end of the fiscal year in which such termination occurs. None of the benefits described in this Section 6(c) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which has Executive was a participant in accordance with applicable law and the provisions of such plan. (e) The Severance Benefits provided to Executive pursuant to this Section 6.1 is in lieu of, and not until it hasin addition to, any benefits to which Executive may otherwise be entitled under any Company severance plan, policy or program. (f) become irrevocable, satisfactory to Any damages caused by the Company in the reasonable exercise termination of its discretion, releasing the Company, its affiliates, including the REIT, and their officers, trustees and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employmentwithout Cause would be difficult to ascertain; therefore, the Severance Benefits for which Executive is eligible pursuant to Section 6.1(b) above in exchange for the Release is agreed to by the Parties as liquidated damages, to serve as full compensation, and not a penalty.

Termination by the Company Without Cause. Except as provided in Section 6(d), if (a) The Company shall have the Company terminates the right to terminate Executive’s employment with the Company at any time without Cause pursuant (as defined in Section 6.2(b) below) by giving notice as described in Section 6.6 of this Agreement. (b) In the event Executive’s employment is terminated without Cause, then provided that the Executive executes a general release in favor of the Company, in form and substance acceptable to the Company (the “Release”), which Release is effective not later than 60 days following Executive’s separation from service (as defined under Treasury Regulation Section 1.409A-1(h), and without regard to any alternate definition thereunder, a “Separation from Service”), and subject to Section 5(b6.1(c), the Executive shall be entitled to receive, in addition to the items referenced in Section 6(a), the followingthen: (i) continued payment of his the Company shall continue to pay Executive as severance Executive’s then-effective Base Salary, at the rate in effect on his last day of employment, Salary for a period of twenty-four the first six (246) months following Executive’s Separation from Service (the “Severance PaymentPeriod”). The Severance Payment shall be paid in approximately equal installments , less applicable withholdings and deductions, on the Company’s regularly scheduled regular payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group; (ii) continued payment by the Company for shall accelerate the Executive’s life and health insurance coverage during the twentyvesting of 50% of the-four then unvested RSUs granted pursuant to Section 2.4 (24) month severance period referenced in Section 6(c)(i) to the same extent that the Company paid for such coverage immediately prior to the termination is, 50% of the Executive’s employment and unvested shares subject to Set 1 RSUs and 50% of the eligibility requirements and other terms and conditions unvested shares subject to Set 2 RSUs), effective as of such insurance coveragethe date of Separation from Service, provided that if any such insurance coverage shall become unavailable during in no event will Executive receive acceleration of vesting under both this Section 6(b)(ii) and under the twenty-four (24portion of Section 2.4(b)(ii) month severance period, the Company thereafter shall be obliged only relating to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period;a Double Trigger Event; and (iii) vesting as if Executive is participating in the Company’s group health insurance plans on the Separation from Service, and Executive timely elects and remains eligible for continued coverage under COBRA, or, if applicable, state insurance laws, the Company shall pay that portion of Executive’s COBRA premiums that the Company was paying prior to the Separation from Service for the Severance Period or for the continuation period for which Executive is eligible, whichever is shorter (such shorter period, the “COBRA Payment Period”). The Company’s COBRA premium payment obligation will end immediately if the Executive obtains health care insurance from any other source during the Severance Period. However, if at any time the Company determines, in its discretion, that the payment of the last COBRA premiums would be reasonably likely to result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) or any statute or regulation of similar effect (including, without limitation, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the Company’s portion of the COBRA premiums, the Company will instead pay Executive, on the first day of his employment in any unvested each month of the remainder of the COBRA Payment Period, a fully taxable cash payment equal to the portion of any option and any restricted shares previously issued the COBRA premiums that the Company was paying prior to the Executive by the Company Group; anddate of Executive’s Separation from Service for that month, subject to applicable tax withholdings and deductions. (ivc) a bonus equal The Company will not make any payments to two (2) times the greater of (x) the average of all bonuses paid Executive with respect to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within sixty (60) days following the end of the fiscal year in which such termination occurs. None any of the benefits pursuant to Section 6.1(b) prior to the 60th day following Executive’s Separation from Service. On the 60th day following Executive’s Separation from Service, and provided that Executive has delivered an effective Release, the Company will make the first payment of cash, shares and benefits under Section 6.1(b) in a lump sum equal to the aggregate amount of payments that the Company would have paid (as applicable) through such date had the payments commenced on the date of Executive’s Separation from Service through such 60th day, with the balance of the payments of cash, shares and benefits paid thereafter on the schedule described above, subject to any delay in payment required by Section 7.11 (including any 6 month delay of payment of cash or delivery of shares that become vested under the RSUs). (d) The benefits provided to Executive pursuant to this Section 6(c) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination6.1 are in lieu of, which has (and not until it has) become irrevocablein addition to, satisfactory any benefits to the which Executive may otherwise be entitled under any Company in the reasonable exercise of its discretionseverance plan, releasing the Company, its affiliates, including the REIT, and their officers, trustees and employees, from any and all claims policy or potential claims arising from or related to the Executive’s employment or termination of employmentprogram.

Termination by the Company Without Cause. Except as provided in Section 6(d), if the (a) The Company terminates may terminate the Executive’s employment at any time, for whatever reason it deems appropriate or without Cause reason; provided, however, that in the event that such termination is not pursuant to Section 5(b4.1 (Death); Section 4.2 (Disability); Section 4.3 (Due Cause); Section 4.5 (Voluntary Termination); or Section 4.6 (Retirement), the Company shall pay to the Executive shall be entitled to receivethe Base Salary (at the annual rate then in effect) and Vacation accrued through the Termination Date and the bonus provided for in Section 3.2 for the Termination Year (as well as any then earned but unpaid bonus for the year preceding the Termination Year, in if applicable). (b) In addition to the items referenced payments described in Section 6(a4.4(a), the following: Company shall pay to the Executive, on the date that is six (i6) continued payment of his Base Salarymonths and one day after the Termination Date, at the rate a lump sum in effect on his last day of employment, for a period of an amount equal to eighteen (18) months (twenty-four (24) months if the Termination Date is during a Change in Control Period) of the monthly Base Salary and an additional bonus payment equal to one and one-half (1.5) times (two (2) times, if the Termination Date is during a Change in Control Period) the Target Bonus for the Termination Year (collectively, the “Severance Payment”). The Severance Payment shall be paid in approximately equal installments on the Company’s regularly scheduled payroll datesIn addition, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group; shall for eighteen (ii18) continued payment by the Company for the Executive’s life and health insurance coverage during the months (twenty-four (24) month severance period referenced months if the Termination Date is during a Change in Control Period) following the Termination Date, (i) reimburse the Executive for the Executive’s reasonable costs of medical and dental coverage as provided under COBRA (which shall be extended by six (6) months if the Termination Date is during a Change in Control Period), (ii) reimburse the Executive for the Executive’s reasonable costs incurred in maintaining the Executive’s life and disability coverage, and (iii) reimburse the Executive for similar, applicable benefits granted to the Executive in Section 6(c)(i) 3.4, each at levels substantially equivalent to those provided by the Company to the same extent that the Company paid for such coverage Executive immediately prior to the termination of the Executive’s employment and subject (including such other benefits as shall be provided to senior corporate officers of the eligibility requirements and other terms and conditions Company in lieu of such insurance coverage, provided that if any such insurance coverage shall become unavailable benefits from time to time during the eighteen (18) or twenty-four (24) month severance payment period, as applicable), on the same basis, including the Company’s payment of premiums and contributions, as such benefits are provided to other senior corporate officers of the Company thereafter or were provided to the Executive prior to the termination; provided, however, that no further contribution to the SERP shall be obliged only made to the benefit of the Executive following the Termination Date, in accordance with the SERP’s terms. Reimbursements of expenses which provide for nonqualified deferred compensation under Code Section 409A, if any, shall not be paid before six (6) months and one day after the Executive’s Termination Date. The amount of expenses eligible for reimbursement, or in-kind benefits provided, during a taxable year of the Executive may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided in any other taxable year. Reimbursements shall be paid on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred. The right to reimbursement hereunder is not subject to liquidation or exchange for another benefit. In addition, for a period of eighteen (18) months immediately following the Executive’s Termination Date, the Executive will be provided with outplacement services commensurate with those provided to other senior corporate officers of the Company through a vendor selected by the Company. Except as otherwise provided under this Agreement, the rights and benefits of the Executive or the Executive’s transferee under the benefit plans and programs of the Company shall be determined in accordance with the provisions of such plans and programs. (c) Notwithstanding Section 4.4(b), in the event that (i) the Executive is not a Specified Employee, then the Company shall pay to the Executive an amount whichthe Severance Payment within forty-five (45) days from the Termination Date and the six (6) month delay for reimbursements shall cease to apply, after reduction for income or (ii) the Executive is a Specified Employee and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting as death of the last day of his employment in any unvested portion of any option and any restricted shares previously issued to Executive occurs within six (6) months following the Executive by Termination Date, the Company Group; and (iv) a bonus equal shall pay to two (2) times the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) estate any unpaid portion of the most recent bonus paid amounts due to the Executive. Such bonus shall be paid to the Executive pursuant to Section 4.4(b) within sixty forty-five (6045) days following the end Executive’s death. If the Executive’s estate or legal representative fails to notify the Company of the fiscal year in which such termination occurs. None death of the benefits described Executive such that the Company is unable to make timely payment hereunder, then the Company shall not be treated as in breach of this Agreement and shall not be liable to the estate or legal representative for any losses, damages, or other claims resulting from such late payment. (d) Notwithstanding anything in this Agreement to the contrary, the Executive shall not be entitled to any payments under Section 6(c4.4(b) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, which has first duly and timely executed (and not until it hasrevoked) become irrevocable, satisfactory a form of mutual agreement and general release acceptable to the Company releasing both the Company and the Executive from certain claims the other party may have in the reasonable exercise of its discretion, releasing the Company, its affiliates, including the REIT, and their officers, trustees and employees, from any and all claims or potential claims arising from or related to connection with the Executive’s employment or with the Company and the termination of employmentthereof, to the extent permitted by law.

Termination by the Company Without Cause. Except (a) The Company shall have the right to terminate Employee’s employment with the Company pursuant to this Section 6.1 at any time without “Cause” (as provided defined in Section 6(d), if 6.2(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 6.1. (b) If the Company terminates the ExecutiveEmployee’s employment without Cause pursuant to and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 5(bl.409A-l(h), the Executive without regard to any alternative definition thereunder, a “Separation from Service”), then Employee shall be entitled to receivereceive the Accrued Obligations (defined below) and, in addition subject to Employee’s material compliance with the items referenced obligations in Section 6(a)6. l(c) below, Employee shall be eligible to receive the following:following severance benefits (the “Severance Benefits”): (i) continued payment of his The Company will pay Employee an amount equal to Employee’s then current Base SalarySalary for twelve (12) months, at the rate in effect on his last day of employmentless all applicable withholdings and authorized deductions, for a period of twenty-four (24) months (the “Severance Payment”). The Severance Payment shall be and paid in approximately equal installments beginning on the Company’s first regularly scheduled payroll date following the Release Effective Date (as defined in Section 6. l(c) below), with the remaining installments occurring on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive dates thereafter. If any such payments are delayed due to the Company Group;timing of the effectiveness of the Release, any such payments owed since the termination date shall be paid in the first payroll following the Release Effective Date. (ii) If Employee timely elects continued payment by coverage under COBRA for himself and his covered dependents under the Company’s group health plans following such termination, then the Company for shall pay the ExecutiveCOBRA premiums necessary to continue Employee’s life and his covered dependents’ health insurance coverage during in effect for himself (and his covered dependents) on the twenty-four termination date until the earliest of: (24A) month severance twelve (12) months following the termination date (the “COBRA Severance Period’’); (B) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self­ employment; or (C) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period referenced in Section 6(c)(i) to from the same extent that termination date through the earlier of (i)-(iii), (the “COBRA Payment Period’’). Notwithstanding the foregoing, if at any time the Company paid for such coverage immediately prior determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to the termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance periodthis Section, the Company thereafter shall be obliged only to pay to Employee on the Executive an amount whichlast day of each remaining month of the COBRA Payment Period, after reduction for income and employment taxes, is a fully taxable cash payment equal to the employer premiums COBRA premium for such insurance month, subject to applicable tax withholding, for the remainder of such severance period;the COBRA Payment Period. Nothing in this Agreement shall deprive Employee of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company. (iii) vesting as The Company will pay (i) any bonus earned from the year prior to the year in which the termination occurs, to the extent not previously paid, and (ii) a pro rata portion of the last day of his employment bonus for the year in any unvested portion of any option and any restricted shares previously issued to which the Executive termination occurs, in each case calculated by the Company Group; andin good faith with any individual goals deemed to have been achieved and such bonuses to be paid no later than March 15 of the year following the year to which the bonus relates. (iv) a bonus equal The Company will accelerate (or cause to two (2) times the greater of (xbe accelerated) the average vesting of that portion of Employee’s equity held on the termination date that would have vested over the one year period following the termination date; provided that all bonuses paid to unvested equity shall vest in the Executive (taking into account a payment of no bonus or a payment event of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within sixty (60) days following the end of the fiscal year Change in which such termination occurs. None of the benefits described in this Section 6(c) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, which has (and not until it has) become irrevocable, satisfactory to the Company in the reasonable exercise of its discretion, releasing the Company, its affiliates, including the REIT, and their officers, trustees and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employmentControl.

Termination by the Company Without Cause. Except as provided in Section 6(d), if (a) The Company shall have the Company terminates the right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time without Cause “Cause” (as defined in Section 6.2(b) below) by giving notice as described in Section 6.6 of this Agreement. A termination pursuant to Section 5(b6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 6.1. (b) In the event Executive’s employment is terminated without Cause on or after the first anniversary of the Start Date, then provided that Executive executes a general release in favor of the Company, in the form presented by the Company (the “Release”), and subject to Section 6.1(c) (the date that the Release becomes effective and may no longer be revoked by Executive shall be entitled is referred to receive, in addition to as the items referenced in Section 6(a“Release Date”), then the following:Company shall provide the following severance benefits to Executive (the “Severance Benefits”): (i) continued payment of his The Company will pay an amount equal to Executive’s then current Base Salary, at the rate in effect on his last day of employment, Salary for a period of twenty-four nine (249) months following the Release Date (such applicable period is referred to as the “Severance PaymentPeriod”). The Severance Payment shall be paid in approximately equal installments , less applicable withholdings and deductions, on the Company’s regularly scheduled regular payroll dates, subject to all legally required starting with the second regular payroll deductions and withholdings for sums owed by date following the Executive to the Company GroupRelease Date; (ii) continued payment by The Company will pay an amount equal to 50% of the Company for Target Bonus that Executive was eligible to receive at the Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced in Section 6(c)(i) to the same extent that the Company paid for such coverage immediately prior to time of the termination of without Cause (if any), less applicable withholdings and deductions, and payable in a lump sum on the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting as of the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive by the Company Group; and (iv) a bonus equal to two (2) times the greater later of (x) the average of all date that annual performance bonuses are normally paid to other executives at the Company or (y) the Release Date, but in no event later than March 15 of the year following the year for which the Target Bonus is paid; and (iii) Provided Executive timely elects and remains eligible for continued coverage under COBRA, the Company will pay Executive COBRA premiums for the coverage that Executive and Executive’s eligible dependents had at the time of the separation from the Company until the earliest of: (taking into account a payment of no bonus or a payment of a bonus of $0x) over the preceding thirty-six nine (369) months following the separation from the Company; (y) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (z) the period date Executive cease to be eligible for COBRA continuation coverage for any reason. For the avoidance of doubt, Executive will not be eligible to receive the Severance Benefits if her termination without Cause occurs prior to the first anniversary of the Executive’s employment if shorterStart Date. To receive the Severance Benefits under (i), (ii), and (yii) above, Executive’s termination must constitute a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) and Executive must execute and allow the most recent bonus paid Release to the Executive. Such bonus shall be paid to the Executive become effective within sixty (60) days following the end Executive’s termination. (c) Executive shall not receive any of the fiscal Severance Benefits or Change in Control Severance Benefits pursuant to Section 6.1(b) or Section 6.4 unless she executes the Release within the consideration period specified therein, which shall in no event be more than 60 days, and until the Release becomes effective and can no longer be revoked by Executive under its terms. If the consideration period for signing the Release spans two calendar years, then, notwithstanding when Executive signs the Release and the Release becomes effective, no payments under Sections 6.1(b) or 6.4 will occur until the subsequent calendar year in which if necessary to avoid the imposition of taxes under Section 409A (with such termination occurs. None payments beginning or being made, as applicable, on the later of the benefits described Company’s first regularly scheduled payroll date in the subsequent calendar year or the first payroll date after the Release Date). Executive’s ability to receive Severance Benefits or Change in Control Severance Benefits pursuant to Section 6.1(b) or Section 6.4 is further conditioned upon her: returning all Company property; complying with her post-termination obligations under this Agreement and the CIIA; and complying with the Release, including without limitation any non-disparagement and confidentiality provisions contained therein. (d) In the event Executive’s employment is terminated at any time without Cause, in addition to the Severance Benefits or Change in Control Severance Benefits in Section 6(c6.1(b) will be payable unless or in Section 6.4, the Company shall pay to Executive has signed a general release (attached hereto as Exhibit A) within 45 days the accrued but unpaid salary of Executive through the date of termination, which has (and not until it has) become irrevocable, satisfactory to the Company in the reasonable exercise of its discretion, releasing accordance with the Company’s standard payroll policies, its affiliatestogether with all compensation and benefits payable to Executive based on her participation in any compensation or benefit plan, including program or arrangement through the REIT, and their officers, trustees and employees, from any and all claims or potential claims arising from or related to date of termination. The Company will also reimburse Executive for reasonable business expenses in accordance with the Company’s standard expense reimbursement policy. (e) The damages caused by the termination of Executive’s employment without Cause would be difficult to ascertain; therefore, the Severance Benefits or termination of employmentChange in Control Severance Benefits for which Executive is eligible pursuant to Section 6.1(b) or Section 6.4 in exchange for the Release is agreed to by the parties as liquidated damages, to serve as full compensation, and not a penalty.

Termination by the Company Without Cause. Except as provided in Section 6(d), if The Company may terminate the Company terminates the ExecutiveEmployee’s employment without Cause pursuant (as defined below) at any time during the Employment Period upon written notice to the Employee provided in accordance with Section 5(b17 below. If the Employee’s employment is terminated as provided in this Section 8.1, the Company shall pay to the Employee (a) the Employee’s earned but unpaid salary accrued through the Date of Termination (as defined below), (b) accrued but unpaid vacation time through the Executive Date of Termination, (c) reimbursement of any properly submitted business expenses incurred by the Employee prior to the Date of Termination that are reimbursable under Sections 6.2 or 6.3 above, and (d) any vested benefits and other amounts due to the Employee under any plan, program or policy of the Company (together, all of these benefits shall be entitled referred to receive, in addition to the items referenced in Section 6(a), the following: (i) continued payment of his Base Salary, at the rate in effect on his last day of employment, for a period of twenty-four (24) months (as the “Severance PaymentAccrued Obligations”). The Severance Payment shall Accrued Obligations described in clauses (a) – (c) above will be paid in approximately equal installments on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group; (ii) continued payment by the Company for the Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced in Section 6(c)(i) to the same extent that the Company paid for such coverage immediately prior to the termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting as of the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive by the Company Group; and (iv) a bonus equal to two (2) times the greater of (x) the average of all bonuses paid to the Executive Employee as soon as practicable on or after the Date of Termination, but in any event within thirty (taking into account a payment 30) days following the Date of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months Termination (or the period of the Executive’s employment if shortersuch earlier date as may be required by applicable law), and provided, in the case of reimbursable expenses, that such expenses have been properly substantiated in accordance with applicable Company policy within fourteen (y14) calendar days following the most recent bonus paid to the ExecutiveDate of Termination. Such bonus The Accrued Obligations described in clause (d) above shall be paid to the Executive within sixty (60) days following the end of the fiscal year in which Employee as such termination occurs. None of the benefits described in this Section 6(c) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, which has (and not until it has) obligations become irrevocable, satisfactory due to the Company Employee in accordance with the reasonable exercise applicable plan or program. In addition, subject to Sections 8.8 and 24 below, the Employee’s execution and non-revocation of its discretiona binding Release (as defined below) in accordance with Section 8.8 below and the Employee’s continued compliance with the Confidentiality Agreement (as defined below) and Sections 9 – 11 below, releasing the Company, its affiliates, including the REIT, and their officers, trustees and employees, from any and all claims or potential claims arising from or related Employee shall be entitled to the Executive’s employment or termination of employment.following payments and benefits from the Company (referred to collectively as the “Severance”):

Termination by the Company Without Cause. Except (a) The Company shall have the right to terminate Employee’s employment with the Company pursuant to this Section 5.1 at any time without “Cause” (as provided defined in Section 6(d), if the Company terminates the Executive’s employment without Cause 5.2(b) below) by giving notice as described in Section 5.6 of this Agreement. A termination pursuant to Section 5(b5.5 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 5.1. If the Company provides written notice to the Employee pursuant to Section 1.1 of its intent not to renew this Agreement, then the expiration of this Agreement shall be considered a termination without Cause. (b) In the event Employee’s employment is terminated without Cause, pursuant to the Company’s standard payroll policies, the Company shall pay to Employee the accrued but unpaid salary of Employee through the date of termination, together with all compensation and benefits payable to Employee based on his participation in any compensation or benefit plan, program or arrangement through the date of termination. Provided that Employee’s termination without Cause constitutes a Separation From Service (as defined below), and provided the Executive shall be entitled to receiveEmployee executes a general release in favor of the Company, in addition a form acceptable to the items referenced in Section 6(aCompany (the “Release”), and subject to Section 5.1(c) (the following: date that the Release becomes effective and may no longer be revoked by the Employee is referred to as the “Release Date”), then the Company shall (i) continued payment pay to Employee an amount equal to the sum of his (A) Employee’s then current Base Salary, at the rate in effect on his last day of employment, Salary for a period of twenty-four twelve (2412) months from the date of Separation From Service (such applicable period is referred to as the “Severance PaymentPeriod”). The Severance Payment shall be ) plus (B) an amount equal to Employee’s target bonus, less applicable withholdings and deductions, with such sum paid in approximately equal installments on the Company’s regularly scheduled regular payroll datesdates running from the Separation From Service; provided, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group; (ii) continued payment by the Company for the Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced in Section 6(c)(i) to the same extent however, that the Company paid for such coverage immediately no payments will be made prior to the termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided day that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting as of the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive by the Company Group; and (iv) a bonus equal to two (2) times the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within sixty (60) days following the end date of Separation From Service, and on such date, the fiscal year in which such termination occurs. None of Company will make the benefits described in first payment to Employee under this Section 6(c5.1(b)(i), in a lump sum, equal to the aggregate amount of salary continuation that the Company would have paid to Employee through such date had the payments commenced on the Separation From Service through such 60th day, with the balance paid thereafter on the schedule described above; (ii) will Employee shall be payable unless credited with an additional year of service credit from the Executive has signed a general release date of termination for purposes of vesting any outstanding equity awards; and (attached hereto as Exhibit Aiii) within 45 days of if Employee is participating in the Company’s employee group health insurance plans on the effective date of termination, and timely elects and remains eligible for continued coverage under COBRA, or, if applicable, state or local insurance laws, the Company shall pay to Employee, on the first day of each month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Employee and his eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for a number of months equal to the lesser of (i) the duration of the period in which has Employee and his eligible dependents are enrolled in such COBRA coverage (and not until it hasotherwise covered by another employer’s group health plan) become irrevocableand (ii) twelve (12) months. Employee may, satisfactory but is not obligated to, use such Special Cash Payment toward the cost of COBRA premiums. On the 60th day following Employee’s Separation From Service, the Company will make the first payment to Employee under this Section 5.l(b)(ii), in a lump sum, equal to the aggregate Special Cash Payments that the Company would have paid to Employee through such date had the Special Cash Payments commenced on the first day of the first month following the Separation From Service through such 60th day, with the balance of the Special Cash Payments paid thereafter on the schedule described above. In the event Employee becomes covered under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the period provided in this Section 5.1(b)(ii), Employee must immediately notify the reasonable exercise Company of its discretionsuch event and the Company shall cease payment of the Special Cash Payments. (c) Employee shall not receive any of the benefits pursuant to Section 5.1(b) unless he executes the Release within the consideration period specified therein, releasing the Company, its affiliates, including the REITwhich shall in no event be more than 45 days, and their officersuntil the Release becomes effective and can no longer be revoked by Employee under its terms. In all cases, trustees the Release must be signed and employeeseffective not later than the 60th day following Employee’s Separation From Service. Employee’s ability to receive benefits pursuant to Section 5.1(b) is further conditioned upon his: complying with his termination and post-termination obligations under this Agreement and any other agreements between Employee and the Company and complying with the Release including without limitation any confidentiality provisions contained therein. (d) The benefits provided to Employee pursuant to this Section 5.1 are in lieu of, from and not in addition to, any and all claims benefits to which Employee may otherwise be entitled under any Company severance plan, policy or potential claims arising from or related to program. (e) The damages caused by the Executivetermination of Employee’s employment or termination of employmentwithout Cause would be difficult to ascertain; therefore, the severance for which Employee is eligible pursuant to Section 5.1(b) above in exchange for the Release is agreed to by the parties as liquidated damages, to serve as full compensation, and not a penalty.

Termination by the Company Without Cause. Except as provided in Section 6(d), if the (a) The Company terminates may terminate the Executive’s employment at any time, for whatever reason it deems appropriate or without Cause reason; provided, however, that in the event that such termination is not pursuant to Section 5(b6.1 (Death); 6.2 (Disability); 6.3 (Due Cause); 6.5 (Voluntary Termination); or 6.6 (Retirement), the Company shall pay to the Executive shall be entitled to receivethe Base Salary (at the annual rate then in effect) and vacation accrued through the Termination Date and the bonus provided for in Section 3.2 for the Termination Year (as well as any then earned but unpaid bonus for the year preceding the Termination Year, in if applicable). (b) In addition to the items referenced payments described in Section 6(a6.4(a), the following: Company shall pay to the Executive on the date that is six (i6) continued payment months and one day after the Termination Date, a lump sum in an amount equal to two (2) years of his the Base Salary, Salary (at the annual rate in effect on his last day of employment, for a period of twenty-four immediately prior to termination) and the Additional Bonus Payment (24) months (collectively the “Severance Payment”). The Severance Payment shall be paid in approximately equal installments on In addition, the Company’s regularly scheduled payroll datesCompany shall, subject to all legally required payroll deductions and withholdings for sums owed by eighteen (18) months following the Termination Date, (i) reimburse the Executive to the Company Group; for his reasonable costs of medical and dental coverage as provided under COBRA, (ii) continued payment reimburse the Executive for his reasonable costs incurred in maintaining his life and disability coverage, and (iii) reimburse the Executive for all other benefits granted to the Executive in Sections 3.4, 3.7 and 5.1, each at levels substantially equivalent to those provided by the Company for the Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced in Section 6(c)(i) to the same extent that the Company paid for such coverage Executive immediately prior to the termination of his employment (including such other benefits as shall be provided to senior corporate officers of the Company in lieu of such benefits from time to time during the eighteen (18) month payment period), on the same basis, including the Company’s payment of premiums and contributions, as such benefits are provided to other senior corporate officers of the Company or were provided to the Executive prior to the termination. Reimbursements of expenses which provide for nonqualified deferred compensation under Code Section 409A, if any, shall not be paid before six (6) months and one day after the Executive’s employment and Termination Date. The amount of expenses eligible for reimbursement, or in-kind benefits provided, during a taxable year of the Executive may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided in any other taxable year. Reimbursements shall be paid on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred. The right to reimbursement hereunder is not subject to liquidation or exchange for another benefit. In addition, for the eligibility requirements period ending on December 31 of the second calendar year following the calendar year in which the Executive’s Termination Date occurs, the Executive will be provided with outplacement services commensurate with those provided to other senior corporate officers of the Company through a vendor selected by the Company. Except as otherwise provided in this Agreement, the rights and other terms benefits of the Executive or his transferee under the benefit plans and conditions programs of the Company shall be determined in accordance with the provisions of such insurance coverageplans and programs. (c) Notwithstanding Section 6.4(b), provided in the event that if any such insurance coverage shall become unavailable during (i) the twenty-four (24) month severance periodExecutive is not a Specified Employee, then the Company thereafter shall be obliged only to pay to the Executive an amount whichthe Severance Payment within forty-five (45) days from the Termination Date and the six (6) month delay for reimbursements shall cease to apply, after reduction for income or (ii) the Executive is a Specified Employee and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting as death of the last day of his employment in any unvested portion of any option and any restricted shares previously issued to Executive occurs within six (6) months following the Executive by Termination Date, the Company Group; and (iv) a bonus equal shall pay to two (2) times the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) estate any unpaid portion of the most recent bonus paid amounts due to the Executive. Such bonus shall be paid to the Executive pursuant to Section 6.4(b) within sixty forty-five (6045) days following the end Executive’s death. If the Executive’s estate or legal representative fails to notify the Company of the fiscal year in which such termination occurs. None death of the benefits described Executive such that the Company is unable to make timely payment hereunder, then the Company shall not be treated as in breach of this Agreement and shall not be liable to the estate or legal representative for any losses, damages, or other claims resulting from such late payment. (d) Notwithstanding anything in this Agreement to the contrary, the Executive shall not be entitled to any payments under Section 6(c6.4(b) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, which has first duly and timely executed (and not until it hasrevoked) become irrevocablethe Release; provided, satisfactory to the Company however, that, in the event of any change in any applicable law (or interpretation thereof), the Release shall be subject to reasonable exercise modification by the parties so as to preserve the intent of its discretion, releasing the Company, its affiliates, including the REIT, and their officers, trustees and employees, from any and all claims or potential claims arising from or related parties with respect to the Executive’s employment or termination of employmentsuch Release.

Termination by the Company Without Cause. Except as provided in Section 6(d)The Company may, if the Company terminates at any time and without prior written notice, terminate the Executive’s employment without Cause. In the event that the Executive’s employment with the Company is terminated without Cause pursuant to Section 5(bduring the Employment Period, the Executive shall receive the Accrued Benefits and any unpaid portion of the Annual Bonus from a prior year (payable when other senior executives receive their annual bonuses for such year, and in no event later than March 15 of the year following the year for which the Annual Bonus was earned). In addition, the Executive shall be entitled to receive, in addition to receive from the items referenced in Section 6(a), Company the following: : (i) continued payment severance payments totaling (A) if the termination does not occur during the CIC Protection Period (as defined below), eighteen (18) months of his Base Salarybase salary, at paid in equal installments according to the rate in effect on his last day Company’s regular payroll schedule over the eighteen (18) months following the Date of employmentTermination (the “Severance Period”), for a period of or (B) if the termination occurs during the CIC Protection Period, twenty-four (24) months of base salary, paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable, (ii) (A) if the termination does not occur during the CIC Protection Period, a pro rata portion of the Annual Bonus for the year in which the Date of Termination occurs, based on the number of full months employed in such fiscal year and actual performance for such year, paid when other senior executives receive their annual bonuses for such year (and in no event later than March 15 of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal to the “Severance Payment”)COBRA” premium for Executive’s elected coverage as of the Date of Termination for eighteen (18) months, payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable. The Severance Payment Executive’s entitlement to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the Date of Termination, and on such release becoming effective, and (B) the Executive’s continued compliance with the restrictive covenants set forth in Sections 6, 7 and 8; provided, that if such forty-five (45) day period begins in one taxable year and ends in the following taxable year, the payments described in (i) of the preceding sentence shall commence in the second taxable year (and any payments that would have been made in the first taxable year shall be paid in approximately equal installments on a lump sum at the Company’s regularly scheduled payroll datestime payments commence pursuant hereto). Except as specifically provided in this Section 5(b) or in another section of this Agreement, subject to or except as required by law, all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group; (ii) continued payment benefits provided by the Company for the Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced in Section 6(c)(i) to the same extent that the Company paid for such coverage immediately prior to the termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting under this Agreement or otherwise shall cease as of the last day Date of his employment Termination in any unvested portion the event of any option and any restricted shares previously issued a termination pursuant to this Section 5(b). For the avoidance of doubt, a Change in Control shall not, standing alone, make the Executive by the Company Groupeligible for any severance benefits pursuant to this Section 5(b) or Section 5(c); and (iv) rather, this Agreement includes a bonus equal “double-trigger” pursuant to two (2) times the greater of (x) the average of all bonuses paid to the Executive (taking into account which a payment of no bonus termination without Cause or a payment of resignation for Good Reason is a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within sixty (60) days prerequisite for any such benefits following the end of the fiscal year a Change in which such termination occurs. None of the benefits described in this Section 6(c) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, which has (and not until it has) become irrevocable, satisfactory to the Company in the reasonable exercise of its discretion, releasing the Company, its affiliates, including the REIT, and their officers, trustees and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employmentControl.

Termination by the Company Without Cause. Except as provided in Section 6(d), if the (a) The Company terminates the may terminate Executive’s employment at any time, for whatever reason it deems appropriate or without Cause reason; provided, however, that in the event that such termination is not pursuant to Section 5(b4.1 (Death); 4.2 (Disability); 4.3 (Due Cause); 4.5 (Voluntary Termination); or 4.6 (Retirement), the Company shall pay to Executive shall be entitled to receivethe Base Salary (at the annual rate then in effect) and vacation accrued through the Termination Date and the bonus provided for in Section 3.2 for the Termination Year (as well as any then earned but unpaid bonus for the year preceding the Termination Year, in if applicable). (b) In addition to the items referenced payments described in Section 6(a4.4(a), the following: Company shall pay to Executive, on the date that is six (i6) continued payment months and one day after the Termination Date, a lump sum amount equal to eighteen (18) months of his Base Salary, Salary (at the annual rate in effect on his last day of employmentimmediately prior to termination) and an additional bonus payment (“Additional Bonus Payment) equal to one and one-half (1.5) times the Target Bonus for the Termination Year (collectively, for a period of twenty-four (24) months (the “Severance Payment”). The Severance Payment shall be paid in approximately equal installments on the Company’s regularly scheduled payroll datesIn addition, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group; shall, for eighteen (18) months following the Termination Date, (i) reimburse Executive for his reasonable costs of medical and dental coverage as provided under COBRA, (ii) continued payment reimburse Executive for his reasonable costs incurred in maintaining his life and disability coverage, and (iii) reimburse Executive for all other benefits granted to Executive in Section 3.5 at levels substantially equivalent to those provided by the Company for the Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced in Section 6(c)(i) to the same extent that the Company paid for such coverage Executive immediately prior to the termination of his employment (including such other benefits as shall be provided to senior corporate officers of the Company in lieu of such benefits from time to time during the eighteen (18) month payment period), on the same basis, including the Company’s payment of premiums and contributions, as such benefits are provided to other senior corporate officers of the Company or were provided to Executive prior to the termination. Reimbursements of expenses which provide for nonqualified deferred compensation under Code Section 409A, if any, shall not be paid before six (6) months and one day after Executive’s employment and subject Termination Date. The amount of expenses eligible for reimbursement, or in-kind benefits provided, during a taxable year of Executive may not affect the expenses eligible for reimbursement, or in-kind benefits to the eligibility requirements and be provided in any other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter taxable year. Reimbursements shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting as of paid on or before the last day of his employment Executive’s taxable year following the taxable year in which the expense was incurred. The right to reimbursement hereunder is not subject to liquidation or exchange for another benefit. In addition, for a period of eighteen (18) months immediately following Executive’s Termination Date, Executive will be provided with outplacement services commensurate with those provided to other senior corporate officers of the Company through a vendor selected by the Company. Rights and benefits of Executive or transferee under the benefit plans and programs of Hanger shall be determined in accordance with the provisions of such plans and programs. (c) Notwithstanding Section 4.4(b), in the event that (i) Executive is not a Specified Employee, then the Company shall pay to Executive the Severance Payment within forty-five (45) days from the Termination Date and the six (6) month delay for reimbursements shall cease to apply, or (ii) Executive is a Specified Employee and the death of Executive occurs within six (6) months following the Termination Date, the Company shall pay to Executive’s estate any unvested unpaid portion of any option and any restricted shares previously issued the amounts due to the Executive by the Company Group; and (iv) a bonus equal to two (2) times the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive pursuant to Section 4.4(b) within sixty forty-five (6045) days following Executive’s death. If Executive’s estate or legal representative fails to notify the end Company of the fiscal year in which such termination occurs. None death of the benefits described Executive such that the Company is unable to make timely payment hereunder, then the Company shall not be treated as in breach of this Agreement and shall not be liable to the estate or legal representative for any losses, damages, or other claims resulting from such late payment. (d) Notwithstanding anything in this Agreement to the contrary, Executive shall not be entitled to any payments under Section 6(c4.4(b) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, which has first duly and timely executed (and not until it has) become irrevocablerevoked), satisfactory on or immediately following the Termination Date, a form of agreement and general release acceptable to the Company in the reasonable exercise of its discretion, releasing the CompanyCompany from certain claims Employee may have in connection with Employee’s employment with the Company and the termination thereof, its affiliates, including the REIT, and their officers, trustees and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employmentextent permitted by law (“Release”).

Termination by the Company Without Cause. Except (a) The Company shall have the right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time without “Cause” (as provided defined in Section 6(d), if 6.2(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Sections 6.3 and 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 6.1. (b) If the Company terminates the Executive’s employment at any time without Cause pursuant to and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 5(b1.409A-1(h) a “Separation from Service”), the then Executive shall be entitled to receivereceive the Accrued Obligations (defined below) and, in addition subject to Executive’s compliance with the items referenced obligations in Section 6(a)6.1(c) below, then Executive shall also be entitled to receive (collectively, the following:“Severance Benefits”): (i) continued payment of his an amount equal to Executive’s then current Base Salary, at the rate in effect on his last day of employment, Salary for a period of twenty-four six (246) months (the “Severance PaymentPeriod”). The Severance Payment shall be , less all applicable withholdings and deductions, paid in approximately equal installments beginning on the Company’s first regularly scheduled payroll date following the Release Effective Date (as defined in Section 6.1(c) below), with the remaining installments occurring on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Groupdates thereafter; (ii) an amount equal to the bonus (if any) that Executive would have earned pursuant to the Bonus Plan with respect to any full Performance Period (as defined in the Bonus Plan) through which Executive continued to provide services, notwithstanding the employment requirement set forth in Section 6.3 of the Bonus Plan, which shall be paid at the same time and in the same manner that bonus awards are paid to the Company’s other participants in the Bonus Plan; and (iii) payment by of the Company employer portion of the premiums required to continue Executive’s group health care coverage under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that Executive timely elects to continue coverage under COBRA, until the earliest of (A) the close of the Severance Period, (B) the expiration of Executive’s eligibility for the Executive’s life and continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage during in connection with new employment (such period from the twenty-four termination date through the earliest of (24A), (B) month severance period referenced or (C), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines in its sole discretion that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 6(c)(i105(h)(2) of the Code, or any statute or regulation of similar effect (including but not limited to the same extent that 2010 Patient Protection and Affordable Care Act, as amended by the Company paid for such coverage immediately prior to 2010 Health Care and Education Reconciliation Act), then in lieu of providing the termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance periodCOBRA premiums, the Company thereafter shall be obliged only to will instead pay to Executive on the Executive an amount whichlast day of each remaining month of the COBRA Payment Period, after reduction for income and employment taxes, is a fully taxable cash payment equal to the employer COBRA premiums for such insurance that month, subject to applicable tax withholdings for the remainder of the COBRA Payment Period, regardless of whether Executive elects COBRA coverage (the “Special Severance Payment”). Executive may, but is not obligated to, use such severance period;Special Severance Payment toward the cost of COBRA premiums. If Executive becomes eligible for coverage under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the COBRA Payment Period, Executive must immediately notify the Company of such event, and all payments and obligations under this clause will cease. (c) Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) of this Agreement if: (i) Executive signs and delivers to the Company an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”), by the 60th day following the termination date or such earlier date as set forth in the Release, which cannot be revoked in whole or part (if applicable) by such date or such earlier date as set forth in the Release (the date that the Release can no longer be revoked is referred to as the “Release Effective Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) vesting as Executive returns all Company property in proper order and condition, reasonable wear and tear excepted, (including, but not limited to, all books, documents, papers, materials and any other property or assets relating to the business or affairs of the last day Company which may be in Executive’s possession or under his control but excluding copies of his employment in any unvested portion of any option records related to Executive’s compensation from the Company and any restricted shares previously issued to equity ownership in the Executive by the Company GroupCompany); and (iv) a bonus equal to Executive complies with all post-termination obligations under this Agreement and the Confidential Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in the Release. To the extent that any Severance Benefits are deferred compensation under Section 409A of the Code, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two (2) times calendar years, the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus Severance Benefits will not be made or a payment begin until the later calendar year. (d) For purposes of a bonus of $0this Agreement, “Accrued Obligations” are (i) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) accrued but unpaid salary through the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within sixty (60) days following the end of the fiscal year in which such termination occurs. None of the benefits described in this Section 6(c) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, which has (and not until it hasii) become irrevocable, satisfactory to the Company any unreimbursed business expenses incurred by Executive payable in the reasonable exercise of its discretion, releasing accordance with the Company, its affiliates, including the REIT’s standard expense reimbursement policies, and their officers, trustees (iii) benefits owed to Executive under any qualified retirement plan or health and employees, from any welfare benefit plan in which Executive was a participant in accordance with applicable law and all claims or potential claims arising from or related to the Executive’s employment or termination provisions of employmentsuch plan.

Termination by the Company Without Cause. Except (a) The Company shall have the right to terminate Employee’s employment with the Company pursuant to this Section 6.1 at any time without “Cause” (as provided defined in Section 6(d), if the Company terminates the Executive’s employment without Cause 6.2(a) below) by giving notice as described in Section 6.6 of this Agreement. A termination pursuant to Section 5(b6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 6.1. (b) In the event Employee’s employment is terminated without Cause, then provided that the Employee executes and does not revoke a separation agreement that includes a general release substantially in the form attached hereto as Exhibit A (the “Release”), and subject to Section 6.1(c) (the Executive shall date that the Release becomes effective and may no longer be entitled revoked by the Employee is referred to receive, in addition to as the items referenced in Section 6(a“Release Date”), the followingthen: (i) continued payment of his the Company shall pay to Employee an amount equal to Employee’s then current Base SalarySalary for the Severance Period (as defined below), at the rate in effect on his last day of employment, for a period of twenty-four (24) months less applicable withholdings and deductions (the “Severance Payment”). The Severance Payment shall be paid , in approximately equal installments in accordance with the Company’s ordinary payroll practices commencing on the Company’s regularly scheduled first regular payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group; (ii) continued payment by the Company for the Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced in Section 6(c)(i) to the same extent date that the Company paid for such coverage immediately prior to the termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting as of the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive by the Company Group; and (iv) a bonus equal to two (2) times the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within more than sixty (60) days following the Separation Date (as defined below), and shall be for any accrued Base Salary for the sixty (60) day period plus the period from the sixtieth (60th) day until the regular payroll date, if applicable, and all salary continuation payments thereafter, if any, shall be made on the Company’s regular payroll dates and (B) any expense reimbursement amounts due with respect to periods prior to the date of termination. (ii) if the Employee timely elects continued coverage under COBRA for herself and her covered dependents under the Company’s group health plans following such termination, then the Employee will be entitled to the following COBRA benefits (the “COBRA Benefits,” together with the Severance Payment, the “Severance Benefits”): the Company shall pay the COBRA premiums necessary to continue the Employee’s and her covered dependents’ health insurance coverage in effect for herself (and her covered dependents) on the termination date until the earliest of (x) a number of months following the termination date equal to the Severance Period (the “COBRA Severance Period”); (y) the date when the Employee becomes eligible for health insurance coverage in connection with new employment or self-employment; or (iii) the date the Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on the Employee’s behalf would result in a violation of applicable law (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay the Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Employee’s payment of COBRA premiums and without regard to the expiration of the COBRA period prior to the end of the fiscal year in which such termination occursCOBRA Payment Period. None of the benefits described Nothing in this Agreement shall deprive the Employee of her rights under COBRA or ERISA for benefits under plans and policies arising under her employment by the Company. (c) Employee shall not receive the Severance Benefits pursuant to Section 6(c6.1(b) will be payable unless she executes the Executive has signed a general release (attached hereto as Exhibit A) Release within 45 days of date of terminationthe consideration period specified therein, which has shall in no event be more than sixty (60) days, and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to Section 6.1(b) is further conditioned upon his: returning all Company property; complying with her post-termination obligations under this Agreement and the Proprietary Information Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (d) The benefits provided to Employee pursuant to this Section 6.1 are in lieu of, and not until it hasin addition to, any benefits to which Employee may otherwise be entitled under any Company severance plan, policy or program. (e) become irrevocableThe damages caused by the termination of Employee’s employment without Cause would be difficult to ascertain; therefore, satisfactory the severance for which Employee is eligible pursuant to Section 6.1(b) above in exchange for the Company in Release is agreed to by the reasonable exercise of its discretionparties as liquidated damages, releasing the Company, its affiliates, including the REITto serve as full compensation, and their officersnot a penalty. (f) For purposes of this Agreement, trustees and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employment“Severance Period” shall mean twelve (12) months.

Termination by the Company Without Cause. Except as provided The Company may terminate this Agreement and Executive’s employment without Cause upon thirty (30) days’ advance Notice of Termination; provided, however, that the Company may in its sole discretion make termination of the Agreement and Executive’s employment effective immediately upon Notice of Termination, in which case, in addition to the payments otherwise required by this Section 6(d)3.4, if Executive shall be paid his Base Salary through a notice period of thirty (30) days. The Company’s failure to at any time renew the term of this Agreement under Section 2.3 shall be deemed a termination of this Agreement and Executive’s employment without Cause. If the Company terminates the Executive’s employment without Cause pursuant to this Section 5(b)3.4, the Executive shall be entitled to receivereceive the Accrued Obligations and, subject to satisfaction of the Release of Claims requirement specified in addition Section 3.13 below, shall be entitled to the items referenced in Section 6(a), the followingbenefits specified under either subparagraph (i) or subparagraph (ii) below: (i) continued payment of his Base Salary, at the rate No Change in effect on his last day of employment, for a period of Control Has Occurred. If there has been no Change in Control within twenty-four (24) months prior to Executive’s termination pursuant to this Section 3.4 or within ninety (90) days following Executive’s termination pursuant to this Section 3.4: A. For a period of twelve (12) months following the “Severance Payment”). The Severance Payment effective date of Executive’s termination, the Company shall be paid continue to pay Executive his/ her Base Salary at the rate in approximately equal installments on effect just prior to the time a Notice of Termination is delivered, payable according to the Company’s regularly scheduled normal payroll datespractices; B. If Executive elects to continue his Company-provided group health benefits at the level in effect as of the date of termination under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group;shall pay the premiums for Executive’s COBRA continuation coverage (for Executive and Executive’s dependents, if applicable) for a period of up to eighteen (18) months; and C. Company shall make available to Executive for a period of twelve (12) months after termination, outplacement services provided that (i) the outplacement program and the provider of which shall be selected by Company and (ii) continued payment by the Company for the Executive’s life and health insurance coverage during the twentyoutplacement services are performed within such 12-four (24) month severance period referenced in Section 6(c)(i) to the same extent that the Company paid for such coverage immediately prior to the termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting as of the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive by the Company Group; and (iv) a bonus equal to two (2) times the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within sixty (60) days following the end of the fiscal year in which such termination occurs. None of the benefits described in this Section 6(c) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, which has (and not until it has) become irrevocable, satisfactory to the Company in the reasonable exercise of its discretion, releasing the Company, its affiliates, including the REIT, and their officers, trustees and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employment.

Termination by the Company Without Cause. Except (a) The Company shall have the right to terminate Employee’s employment with the Company pursuant to this Section 6.1 at any time without “Cause” (as provided defined in Section 6(d), if the Company terminates the Executive’s employment without Cause 6.2(a) below) by giving notice as described in Section 6.6 of this Agreement. A termination pursuant to Section 5(b6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 6.1. (b) In the event Employee’s employment is terminated without Cause, then provided that the Employee executes and does not revoke a separation agreement that includes a general release substantially in the form attached hereto as Exhibit A (the “Release”), and subject to Section 6.1(c) (the Executive shall date that the Release becomes effective and may no longer be entitled revoked by the Employee is referred to receive, in addition to as the items referenced in Section 6(a“Release Date”), the followingthen: (i) continued payment of his the Company shall pay to Employee an amount equal to Employee’s then current Base SalarySalary for the Severance Period (as defined below), at the rate in effect on his last day of employment, for a period of twenty-four (24) months less applicable withholdings and deductions (the “Severance Payment”). The Severance Payment shall be paid , in approximately equal installments in accordance with the Company’s ordinary payroll practices commencing on the Company’s regularly scheduled first regular payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group; (ii) continued payment by the Company for the Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced in Section 6(c)(i) to the same extent date that the Company paid for such coverage immediately prior to the termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting as of the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive by the Company Group; and (iv) a bonus equal to two (2) times the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within more than sixty (60) days following the Separation Date (as defined below), and shall be for any accrued Base Salary for the sixty (60) day period plus the period from the sixtieth (60th) day until the regular payroll date, if applicable, and all salary continuation payments thereafter, if any, shall be made on the Company’s regular payroll dates; and (ii) if the Employee timely elects continued coverage under COBRA for herself and her covered dependents under the Company’s group health plans following such termination, then the Employee will be entitled to the following COBRA benefits (the “COBRA Benefits,” together with the Severance Payment, the “Severance Benefits”): the Company shall pay the COBRA premiums necessary to continue the Employee’s and her covered dependents’ health insurance coverage in effect for herself (and her covered dependents) on the termination date until the earliest of (x) a number of months following the termination date equal to the Severance Period (the “COBRA Severance Period”); (y) the date when the Employee becomes eligible for health insurance coverage in connection with new employment or self-employment; or (iii) the date the Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on the Employee’s behalf would result in a violation of applicable law (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay the Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Employee’s payment of COBRA premiums and without regard to the expiration of the COBRA period prior to the end of the fiscal year in which such termination occursCOBRA Payment Period. None of the benefits described Nothing in this Agreement shall deprive the Employee of her rights under COBRA or ERISA for benefits under plans and policies arising under her employment by the Company. (c) Employee shall not receive the Severance Benefits pursuant to Section 6(c6.1(b) will be payable unless she executes the Executive has signed a general release (attached hereto as Exhibit A) Release within 45 days of date of terminationthe consideration period specified therein, which has shall in no event be more than sixty (60) days, and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to Section 6.1(b) is further conditioned upon her: returning all Company property; complying with her post-termination obligations under this Agreement and the Proprietary Information Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (d) The benefits provided to Employee pursuant to this Section 6.1 are in lieu of, and not until it hasin addition to, any benefits to which Employee may otherwise be entitled under any Company severance plan, policy or program. (e) become irrevocableThe damages caused by the termination of Employee’s employment without Cause would be difficult to ascertain; therefore, satisfactory the severance for which Employee is eligible pursuant to Section 6.1(b) above in exchange for the Company Release is agreed to by the parties as liquidated damages, to serve as full compensation, and not a penalty. (f) For purposes of this Agreement, “Severance Period” shall mean (i) zero (0) months in the reasonable exercise of its discretionevent a termination under this Section 6.1 or under Section 6.3 (an “Involuntary Termination”) occurs on or before , releasing 2019 (ii) six (6) months in the Companyevent an Involuntary Termination occurs after , its affiliates2019 and on or before , including the REIT2020, and their officers(iii) twelve (12) months in the event an Involuntary Termination occurs after , trustees and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employment2020.

Termination by the Company Without Cause. Except as provided in Section 6(d), if If the Company terminates the Executive’s employment of the Employee without Cause pursuant prior to Section 5(b)a Change in Control, the Executive shall be entitled to receive, in addition to the items referenced in Section 6(a), the following:as defined herein, (i) continued payment the Company shall pay the Employee the portion of his Base Salary, base salary in effect at the rate time of termination as he may be entitled to receive for services rendered prior to the date of such termination: (ii) the Company shall pay the Employee for any unused portion of his vacation in effect on his last day a lump sum in the second scheduled payroll following the date of employmenttermination; and (iii) in the event the Employee has been employed pursuant to this Agreement for more than six (6) consecutive months prior to such termination. 1. the Company shall pay the Employee an amount (less any applicable taxes and withholdings) equal to the Employee's then current monthly salary for a period of three (3) months following the date of termination, payable in substantially equal installments in accordance with the Company's standard payroll practices. For purposes of Section 409A ("Section 409A") of the Internal Revenue Code of 1986, as amended (the "Code"), as applicable, each installment payment shall be considered to be a separate payment. If the total amount of payments due the Employee under this Section should exceed the maximum amount permitted to be paid under a separation pay plan exempt from regulation under Section 409A pursuant to Treasury Regulations Section 1 .409A-1 (b)(9)(iii), then the entire amount in excess of such maximum amount shall be paid in a lump sum no later than two and one-half (2 V2) months following the end of the calendar year in which the Employee's employment terminated, and 2. the Company shall pay the monthly premium for continuation of Employee's coverage under the Company's medical insurance plans, pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, for a period of twenty-four three (243) months (the “Severance Payment”). The Severance Payment shall be paid in approximately equal installments on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group; (ii) continued payment by the Company for the Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced in Section 6(c)(i) to the same extent that the Company paid for such coverage immediately prior to the termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting as of the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive by the Company Group; and (iv) a bonus equal to two (2) times the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within sixty (60) days following the end of the fiscal year in which such termination occurs. None of the benefits described in this Section 6(c) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, which has (and not until it has) become irrevocable, satisfactory to the Company in the reasonable exercise of its discretion, releasing the Company, its affiliates, including the REIT, and their officers, trustees and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employment.

Termination by the Company Without Cause. Except as provided in Section 6(d), if (a) The Company shall have the Company terminates the right to terminate Executive’s employment with the Company at any time without Cause pursuant (as defined in Section 6.2(b) below) by giving notice as described in Section 6.6 of this Agreement. (b) In the event Executive’s employment is terminated without Cause, then provided that the Executive executes a general release in the form attached as Exhibit 1 hereto (the “Release”), which Release is effective as of the date required by the Release agreement, but in no event later than 60 days following Executive’s separation from service (as defined under Treasury Regulation Section 1.409A-1(h), and without regard to any alternate definition thereunder, a “Separation from Service”), and subject to Section 5(b6.1(c), then: (i) the Company shall continue to pay Executive as severance Executive’s then-effective Base Salary for a period of the first six (6) months following Executive’s Separation from Service (the “Severance Period”), less applicable withholdings and deductions, on the Company’s regular payroll dates; (ii) Executive shall be entitled to receiveany additional acceleration of vesting of RSUs as set forth in Section 2.3(c); and (iii) if Executive is participating in the Company’s group health insurance plans on the Separation from Service, in addition and Executive timely elects and remains eligible for continued coverage under COBRA, or, if applicable, state insurance laws, the Company shall pay that portion of Executive’s COBRA premiums that the Company was paying prior to the items referenced in Section 6(a)Separation from Service for the Severance Period or for the continuation period for which Executive is eligible, whichever is shorter (such shorter period, the following: (i) continued payment of his Base Salary, at the rate in effect on his last day of employment, for a period of twenty-four (24) months (the “Severance PaymentCOBRA Payment Period”). The Company’s COBRA premium payment obligation will end immediately if the Executive obtains health care insurance from any other source during the Severance Payment shall Period. However, if at any time the Company determines, in its discretion, that the payment of the COBRA premiums would be paid reasonably likely to result in approximately equal installments on a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) or any statute or regulation of similar effect (including, without limitation, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the Company’s regularly scheduled payroll datesportion of the COBRA premiums, the Company will instead pay Executive, on the first day of each month of the remainder of the COBRA Payment Period, a fully taxable cash payment equal to the portion of the COBRA premiums that the Company was paying prior to the date of Executive’s Separation from Service for that month, subject to all legally required payroll deductions applicable tax withholdings and withholdings for sums owed by deductions. (c) The Company will not make any payments to Executive with respect to any of the Executive benefits pursuant to Section 6.1(b) prior to the Company Group; (ii) continued payment by 60th day following Executive’s Separation from Service. On the 60th day following Executive’s Separation from Service, and provided that Executive has delivered an effective Release, the Company for will make the Executive’s life and health insurance coverage during the twenty-four (24first payment to Executive under Section 6.1(b) month severance period referenced in Section 6(c)(i) a lump sum equal to the same extent aggregate amount of payments that the Company would have paid for Executive through such coverage immediately prior to date had the termination payments commenced on the date of Executive’s Separation from Service through such 60th day, with the balance of the Executive’s employment and payments paid thereafter on the schedule described above, subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period;delay in payment required by Section 7.11. (iiid) vesting as of the last day of his employment The benefits provided to Executive pursuant to this Section 6.1 are in any unvested portion of any option and any restricted shares previously issued to the Executive by the Company Group; and (iv) a bonus equal to two (2) times the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter)lieu of, and (y) the most recent bonus paid not in addition to, any benefits to the Executive. Such bonus shall which Executive may otherwise be paid to the Executive within sixty (60) days following the end of the fiscal year in which such termination occurs. None of the benefits described in this Section 6(c) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of terminationentitled under any Company severance plan, which has (and not until it has) become irrevocable, satisfactory to the Company in the reasonable exercise of its discretion, releasing the Company, its affiliates, including the REIT, and their officers, trustees and employees, from any and all claims policy or potential claims arising from or related to the Executive’s employment or termination of employmentprogram.

Termination by the Company Without Cause. Except as provided in Section 6(d), if the (a) The Company terminates may terminate the Executive’s employment at any time, for whatever reason it deems appropriate or without Cause reason; provided, however, that in the event that such termination is not pursuant to Section 5(b4.1 (Death); 4.2 (Disability); 4.3 (Due Cause); 4.5 (Voluntary Termination); or 4.6 (Retirement), the Company shall pay to the Executive shall be entitled to receivethe Base Salary and vacation accrued through the Termination Date (at the annual rate then in effect) and the bonus provided for in Section 3.2 for the Termination Year (as well as any then earned but unpaid bonus for the year preceding the Termination Year, in if applicable). (b) In addition to the items referenced payments described in Section 6(a4.4(a), the following: Company shall pay to the Executive, within forty-five (45) days following the Termination Date, a severance payment in an amount equal to eighteen (18) months of the Base Salary (at the annual rate in effect immediately prior to termination) and the Additional Bonus Payment. Any portion of this severance benefit that is in excess of the lesser of two (2) times (i) continued payment the Executive’s annualized rate of his Base Salary, at compensation for the rate preceding taxable year (adjusted for certain increases that would have been received in the normal course of employment) or (ii) the Code Section 401(a)(17) compensation limit for qualified plan purposes as in effect on his last day of employmentfor the year in which the Termination Date occurs, for shall not be paid as a period of twenty-four (24) months (the “Severance Payment”). The Severance Payment severance benefit but shall be paid in approximately equal installments on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive in a single lump sum six (6) months and one day after the Termination Date. For eighteen (18) months following termination pursuant to this Section 4.4(b), the Company Group; shall (i) reimburse the Executive for his reasonable costs of medical and dental coverage as provided under COBRA, (ii) continued payment reimburse the Executive for his reasonable costs incurred in maintaining his life and disability coverage, and (iii) reimburse the Executive for all other benefits granted to the Executive in Sections 3.4 and 3.5, each at levels substantially equivalent to those provided by the Company for the Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced in Section 6(c)(i) to the same extent that the Company paid for such coverage Executive immediately prior to the termination of his employment (including such other benefits as shall be provided to senior corporate officers of the Company in lieu of such benefits from time to time during the eighteen (18) month payment period), on the same basis, including the Company’s payment of premiums and contributions, as such benefits are provided to other senior corporate officers of the Company or were provided to the Executive prior to the termination. Reimbursements of expenses which provide for nonqualified deferred compensation under Code Section 409A, if any, shall not be paid before six (6) months and one day after the Executive’s employment and subject Termination Date. The amount of expenses eligible for reimbursement, or in-kind benefits provided, during a taxable year of the Executive may not affect the expenses eligible for reimbursement, or in-kind benefits to the eligibility requirements and be provided in any other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter taxable year. Reimbursements shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting as of paid on or before the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive by the Company Group; and (iv) a bonus equal to two (2) times the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shortertaxable year following the taxable year in which the expense was incurred. The right to reimbursement hereunder is not subject to liquidation or exchange for another benefit. In addition, for a period of eighteen (18) months immediately following the Executive’s Termination Date, the Executive will be provided with outplacement services commensurate with those provided to other senior corporate officers of the Company through a vendor selected by the Company. Rights and benefits of the Executive or transferee under the benefit plans and programs of Hanger shall be determined in accordance with the provisions of such plans and programs. (c) Notwithstanding the foregoing, in the event that Hanger is no longer a publicly-traded entity as of the Termination Date, or ceases to be a publicly-traded entity within the six (6) month period immediately following the Termination Date, then the Company shall pay to Executive the payments set forth in Section 4.4(b), and or any unpaid portion thereof, as applicable, within forty-five (y45) days from the later of (i) the most recent bonus paid Termination Date or (ii) the date Hanger ceased to be a publicly-traded entity. Notwithstanding the foregoing, in the event that the death of the Executive occurs within six (6) months following the Termination Date, the Company shall pay to the Executive. Such bonus shall ’s estate any unpaid portion of the amounts due to be paid to the Executive pursuant to Section 4.4(b) within sixty forty-five (6045) days following receipt by the end Company of notice of Executive’s death. (d) Notwithstanding anything in this Agreement to the contrary, Executive shall not be entitled to any payments under Section 4.4(b) unless Executive has first duly executed the Release on or immediately following the Termination Date; provided, however, that, in the event of any change in any applicable law (or interpretation thereof), the Release shall be subject to reasonable modification by the parties so as to preserve the intent of the fiscal year in which parties with respect to such termination occurs. None of the benefits described in this Section 6(c) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, which has (and not until it has) become irrevocable, satisfactory to the Company in the reasonable exercise of its discretion, releasing the Company, its affiliates, including the REIT, and their officers, trustees and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employmentRelease.

Termination by the Company Without Cause. Except as provided in Section 6(d), if the (a) The Company terminates may terminate the Executive’s employment at any time, for whatever reason it deems appropriate or without Cause reason; provided, however, that in the event that such termination is not pursuant to Section 5(b4.1 (Death); 4.2 (Disability); 4.3 (Due Cause); 4.5 (Voluntary Termination); or 4.6 (Retirement), the Company shall pay to the Executive shall be entitled to receivethe Base Salary and vacation accrued through the Termination Date (at the annual rate then in effect) and the bonus provided for in Section 3.2 for the Termination Year (as well as any then earned but unpaid bonus for the year preceding the Termination Year, in if applicable). (b) In addition to the items referenced payments described in Section 6(a4.4(a), the following: Company shall pay to the Executive, within forty-five (45) days following the Termination Date, a severance payment in an amount equal to eighteen (18) months of the Base Salary (at the annual rate in effect immediately prior to termination) and an additional bonus payment (“Additional Bonus Payment”) equal to one and one-half (1.5) times the Target Bonus for the Termination Year. Any portion of this severance benefit that is in excess of the lesser of two (2) times (i) continued payment the Executive’s annualized rate of his Base Salary, at compensation for the rate preceding taxable year (adjusted for certain increases that would have been received in the normal course of employment) or (ii) the Code Section 401(a)(17) compensation limit for qualified plan purposes as in effect on his last day of employmentfor the year in which the Termination Date occurs, for shall not be paid as a period of twenty-four (24) months (the “Severance Payment”). The Severance Payment severance benefit but shall be paid in approximately equal installments on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive in a single lump sum six (6) months and one day after the Termination Date. For eighteen (18) months following termination pursuant to Section 4.4(a), the Company Group; shall (i) reimburse the Executive for his reasonable costs of medical and dental coverage as provided under COBRA, (ii) continued payment reimburse the Executive for his reasonable costs incurred in maintaining his life and disability coverage, and (iii) reimburse the Executive for similar, applicable benefits granted to the Executive in Section 3.5 and Section 3.6, each at levels substantially equivalent to those provided by the Company for the Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced in Section 6(c)(i) to the same extent that the Company paid for such coverage Executive immediately prior to the termination of his employment (including such other benefits as shall be provided to senior corporate officers of the Company in lieu of such benefits from time to time during the eighteen (18) month payment period), on the same basis, including the Company’s payment of premiums and contributions, as such benefits are provided to other senior corporate officers of the Company or were provided to the Executive prior to the termination. Reimbursements of expenses which provide for nonqualified deferred compensation under Code Section 409A, if any, shall not be paid before six (6) months and one day after the Executive’s employment and subject Termination Date. The amount of expenses eligible for reimbursement, or in-kind benefits provided, during a taxable year of the Executive may not affect the expenses eligible for reimbursement, or in-kind benefits to the eligibility requirements and be provided in any other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter taxable year. Reimbursements shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting as of paid on or before the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive by the Company Group; and (iv) a bonus equal to two (2) times the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shortertaxable year following the taxable year in which the expense was incurred. The right to reimbursement hereunder is not subject to liquidation or exchange for another benefit. In addition, for a period of eighteen (18) months immediately following the Executive’s Termination Date, the Executive will be provided with outplacement services commensurate with those provided to other senior corporate officers of the Company through a vendor selected by the Company. Rights and benefits of the Executive or transferee under the benefit plans and programs of Hanger shall be determined in accordance with the provisions of such plans and programs. (c) Notwithstanding the foregoing, in the event that Hanger is no longer a publicly-traded entity as of the Termination Date, or ceases to be a publicly-traded entity within the six (6) month period immediately following the Termination Date, then the Company shall pay to Executive the payments set forth in Section 4.4(b), and or any unpaid portion thereof, as applicable, within forty-five (y45) days from the later of (i) the most recent bonus paid Termination Date or (ii) the date Hanger ceased to be a publicly-traded entity. Notwithstanding the foregoing, in the event that the death of the Executive occurs within six (6) months following the Termination Date, the Company shall pay to the Executive. Such bonus shall ’s estate any unpaid portion of the amounts due to be paid to the Executive pursuant to Section 4.4(b) within sixty forty-five (6045) days following receipt by the end Company of the fiscal year in which such termination occurs. None notice of the benefits described Executive’s death. (d) Notwithstanding anything in this Agreement to the contrary, Executive shall not be entitled to any payments under Section 6(c4.4(b) will be payable unless the Executive has signed first duly executed a form of agreement and general release (attached hereto as Exhibit A) within 45 days of date of termination, which has (and not until it has) become irrevocable, satisfactory acceptable to the Company in the reasonable exercise of its discretion, releasing the Company, its affiliates, including the REIT, and their officers, trustees and employees, Company from any and all certain claims or potential claims arising from or related to the Executive may have in connection with Executive’s employment or with the Company and the termination of employmentthereof, to the extent permitted by law.

Termination by the Company Without Cause. Except as provided in Section 6(d), if (a) The Company shall have the Company terminates the right to terminate Executive’s employment with the Company at any time without Cause pursuant (as defined in Section 6.2(b) below) by giving notice as described in Section 6.6 of this Agreement. (b) In the event Executive’s employment is terminated without Cause, then provided that the Executive executes a general release in favor of the Company, in form and substance reasonably acceptable to the Company (the “Release”), which Release is effective as of the date required by the Release agreement, but in no event later than 60 days following Executive’s separation from service (as defined under Treasury Regulation Section 1.409A-1(h), and without regard to any alternate definition thereunder, a “Separation from Service”), and subject to Section 5(b6.1(c), then: (i) the Company shall continue to pay Executive as severance Executive’s then-effective Base Salary for a period of the first twelve (12) months following Executive’s Separation from Service (the “Severance Period”), less applicable withholdings and deductions, on the Company’s regular payroll dates; (ii) Executive shall be entitled to receiveany additional acceleration of vesting of the Initial Option and Initial RSUs as set forth in Section 2.3(c)(ii); and (iii) if Executive is participating in the Company’s group health insurance plans on the Separation from Service, in addition and Executive timely elects and remains eligible for continued coverage under COBRA, or, if applicable, state insurance laws, the Company shall pay that portion of Executive’s COBRA premiums that the Company was paying prior to the items referenced in Section 6(a)Separation from Service for the Severance Period or for the continuation period for which Executive is eligible, whichever is shorter (such shorter period, the following: (i) continued payment of his Base Salary, at the rate in effect on his last day of employment, for a period of twenty-four (24) months (the “Severance PaymentCOBRA Payment Period”). The Company’s COBRA premium payment obligation will end immediately if the Executive obtains health care insurance from any other source during the Severance Payment shall Period. However, if at any time the Company determines, in its discretion, that the payment of the COBRA premiums would be paid reasonably likely to result in approximately equal installments on a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) or any statute or regulation of similar effect (including, without limitation, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the Company’s regularly scheduled payroll datesportion of the COBRA premiums, the Company will instead pay Executive, on the first day of each month of the remainder of the COBRA Payment Period, a fully taxable cash payment equal to the portion of the COBRA premiums that the Company was paying prior to the date of Executive’s Separation from Service for that month, subject to all legally required payroll deductions applicable tax withholdings and withholdings for sums owed by deductions. (c) The Company will not make any payments to Executive with respect to any of the Executive benefits pursuant to Section 6.1(b) prior to the Company Group; (ii) continued payment by 60th day following Executive’s Separation from Service. On the 60th day following Executive’s Separation from Service, and provided that Executive has delivered an effective Release, the Company for will make the Executive’s life and health insurance coverage during the twenty-four (24first payment to Executive under Section 6.1(b) month severance period referenced in Section 6(c)(i) a lump sum equal to the same extent aggregate amount of payments that the Company would have paid for Executive through such coverage immediately prior to date had the termination payments commenced on the date of Executive’s Separation from Service through such 60th day, with the balance of the Executive’s employment and payments paid thereafter on the schedule described above, subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period;delay in payment required by Section 7.11. (iiid) vesting as of the last day of his employment The benefits provided to Executive pursuant to this Section 6.1 are in any unvested portion of any option and any restricted shares previously issued to the Executive by the Company Group; and (iv) a bonus equal to two (2) times the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter)lieu of, and (y) the most recent bonus paid not in addition to, any benefits to the Executive. Such bonus shall which Executive may otherwise be paid to the Executive within sixty (60) days following the end of the fiscal year in which such termination occurs. None of the benefits described in this Section 6(c) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of terminationentitled under any Company severance plan, which has (and not until it has) become irrevocable, satisfactory to the Company in the reasonable exercise of its discretion, releasing the Company, its affiliates, including the REIT, and their officers, trustees and employees, from any and all claims policy or potential claims arising from or related to the Executive’s employment or termination of employmentprogram.

Termination by the Company Without Cause. Except as provided in Section 6(d), if The Company may terminate the employment of Executive hereunder without Cause upon at least 30 days’ written notice to Executive. An election by the Company terminates not to extend the Term pursuant to Section 1 hereof shall not be deemed to be a termination of employment by the Company Without Cause at the date of expiration of the Term. At the time Executive’s employment without Cause pursuant to Section 5(bis terminated by the Company (i.e., at the expiration of such notice period), the Term will terminate, all remaining obligations of the Company and Executive shall under Sections 1 through 3 will immediately cease (except as expressly provided below), and the Company will pay Executive, and Executive will be entitled to receive, in addition to the items referenced in Section 6(a), the following: (i) continued payment Executive’s Compensation Accrued at Termination (as defined in Section 6.4); (ii) If such termination is not in anticipation of, or on or after, a Change of his Base SalaryControl (as defined in Section 6.3), at the rate in effect on his last day of employment, for a period of twenty-four (24) months (the “Severance Payment”). The Severance Payment Executive shall be paid entitled to receive severance payments equal to the sum of: (a) one half (0.5x) of the Executive’s Annual Salary plus (b) one half (0.5x) the targeted Annual Cash Incentive for the year of termination. Such severance shall be payable in approximately equal installments on the Company’s regularly scheduled payroll datesregular salary payment dates for a six-month period commencing on the date of termination; provided, subject that such payments shall terminate if Executive fails to all legally required payroll deductions and withholdings for sums owed by comply with the Executive to the Company Group; (ii) continued payment by the Company for the Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced in requirements of Section 6(c)(i) to the same extent that the Company paid for such coverage immediately prior to the termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period8 below; (iii) vesting If such termination occurs in anticipation of, or on or after, a Change in Control (as of the last day of his employment defined in any unvested portion of any option and any restricted shares previously issued Section 6.3), Executive shall be entitled to receive severance payments equal to the Executive by the Company Group; and sum of: (iva) a bonus equal to two (2) times the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and Annual Salary plus (yb) two times the most recent bonus paid to targeted Annual Cash Incentive for the Executive. Such bonus shall be paid to the Executive within sixty (60) days following the end of the fiscal year in which such termination occurs. None of the benefits described in this Section 6(c) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, which has (and not until it has) become irrevocable, satisfactory to the Company in the reasonable exercise of its discretion, releasing the Company, its affiliates, including the REIT, and their officers, trustees and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employment.less

Termination by the Company Without Cause. Except as provided in Section 6(d), if the Company terminates the Executive’s employment may also be terminated without Cause pursuant to Section 5(b)by the Company at any time. Upon Executive’s termination without Cause by the Company, the Executive shall be entitled to receive, in addition to the items referenced in Section 6(a), the followingCompany shall: (i) continued payment Pay Executive the Accrued Compensation (as defined in Section 5(a) herein); and (ii) Pay a “Severance Payment” (as defined hereinafter in this Section 5(b)). The amount of his Base Salary, at the rate in effect on his last day of employment, for a period of twenty-four (24) months (the “Severance Payment”)” shall be determined as follows: (iii) If termination occurs during the Initial Term, the Company shall provide Executive with severance compensation in the form of salary continuation at Executive’s Base Salary as of the termination date and ending the later of (i) three (3) months or (ii) on the expiration date of the Initial Term. The Company shall pay all amounts due under this Section 5(b)(iii) during the applicable severance period in accordance with the Company’s customary payroll practices; (iv) If termination occurs after the Initial Term, the Severance Payment shall be paid the amount equal to one fourth (1/4th) of Executive’s Base Salary as of the termination date . The Company shall pay all amounts due under this Section 5(b)(iv) in approximately substantially equal monthly installments on over the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by course of three (3) months following the Executive to the Company Grouptermination date; (iiv) continued payment by If termination occurs during the Company for the Initial Term, reimbursement of Executive’s life Medicare, Medicare Supplement and prescription drug coverage insurance premiums (which will be subject to taxes and applicable withholdings) for continuation of health insurance coverage during the twenty-four for eighteen (2418) month severance period referenced in months post termination subject to Section 6(c)(i5(d) to the same extent that the Company paid for such coverage immediately prior to the termination of this Agreement and Section 409A of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four Internal Revenue Code (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period“Section 409A”); (iiivi) vesting as of the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive by the Company GroupIntentionally omitted; and (ivvii) a bonus equal The Severance Payment will be subject to two (2) times the greater of (x) the average of all bonuses paid withholding for taxes and other applicable deductions. The Parties agree and acknowledge that Executive will not be entitled to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (owed any other compensation or the period of the Executive’s employment if shorter), and (y) the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within sixty (60) days following the end of the fiscal year in which such termination occurs. None of the benefits described not listed in this Section 6(c5(b) will be payable unless the Executive has signed a general release (attached hereto under this Agreement or otherwise if he is terminated without Cause, or, as Exhibit A) within 45 days of date of terminationset forth below, which has (and not until it has) become irrevocable, satisfactory to the Company in the reasonable exercise of its discretion, releasing the Company, its affiliates, including the REIT, and their officers, trustees and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employmentif he terminates for Good Reason.

Termination by the Company Without Cause. Except (a) The Company shall have the right to terminate Executive's employment with the Company at any time without Cause (as provided defined in Section 6(d6.2(b) below) by giving notice as described in Section 6.6 of this Agreement. (b) In the event Executive's employment is terminated without Cause then provided that the Executive executes a general release in favor of the Company, in form and substance reasonably acceptable to the Company (the "Release"), if which Release is effective as of the Company terminates date required by the Release agreement, but in no event later than 60 days following Executive’s employment 's separation from service (as defined under Treasury Regulation Section l.409A-l(h), and without Cause pursuant regard to any alternate definition thereunder, a "Separation from Service"), and subject to Section 5(b6.1(c), the Executive shall be entitled to receive, in addition to the items referenced in Section 6(a), the followingthen: (i) continued payment of his the Company shall continue to pay Executive as severance Executive's then-effective Base Salary, at the rate in effect on his last day of employment, Salary for a period of twenty-four the first six (246) months following Executive's Separation from Service (the “"Severance Payment”Period"). The Severance Payment shall be paid in approximately equal installments , less applicable withholdings and deductions, on the Company’s regularly scheduled 's regular payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group; (ii) if Executive is participating in the Company's group health insurance plans on the Separation from Service, and Executive timely elects and remains eligible for continued payment by coverage under COBRA, or, if applicable, state insurance laws, the Company for the shall pay that portion of Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced in Section 6(c)(i) to the same extent 's COBRA premiums that the Company paid for such coverage immediately was paying prior to the termination of Separation from Service for the Executive’s employment and subject to Severance Period or for the eligibility requirements and other terms and conditions of continuation period for which Executive is eligible, whichever is shorter (such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance shorter period, the Company thereafter shall be obliged only to pay to "COBRA Payment Period”). The Company's COBRA premium payment obligation will end immediately if the Executive an amount whichobtains health care insurance from any other source during the Severance Period. However, after reduction for income if at any time the Company determines, in its discretion, that the payment of the COBRA premiums would be reasonably likely to result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the "Code") or any statute or regulation of similar effect (including, without limitation, the 2010 Patient Protection and employment taxesAffordable Care Act, is as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the Company's portion of the COBRA premiums, the Company will instead pay Executive, on the first day of each month of the remainder of the COBRA Payment Period, a fully taxable cash payment equal to the employer portion of the COBRA premiums that the Company was paying prior to the date of Executive's Separation from Service for such insurance for the remainder of such severance period;that month, subject to applicable tax withholdings and deductions. (iiic) vesting as of the last day of his employment in The Company will not make any unvested portion of payments to Executive with respect to any option and any restricted shares previously issued to the Executive by the Company Group; and (iv) a bonus equal to two (2) times the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within sixty (60) days following the end of the fiscal year in which such termination occurs. None of the benefits pursuant to Section 6.1(b) prior to the 60th day following Executive's Separation from Service. On the 60th day following Executive's Separation from Service, and provided that Executive has delivered an effective Release, the Company will make the first payment to Executive under Section 6.1(b) in a lump sum equal to the aggregate amount of payments that the Company would have paid Executive through such date had the payments commenced on the date of Executive's Separation from Service through such 60th day, with the balance of the payments paid thereafter on the schedule described above, subject to any delay in payment required by Section 7.11. (d) The benefits provided to Executive pursuant to this Section 6(c) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination6.1 are in lieu of, which has (and not until it has) become irrevocablein addition to, satisfactory any benefits to the which Executive may otherwise be entitled under any Company in the reasonable exercise of its discretionseverance plan, releasing the Company, its affiliates, including the REIT, and their officers, trustees and employees, from any and all claims policy or potential claims arising from or related to the Executive’s employment or termination of employmentprogram.

Termination by the Company Without Cause. Except as provided in Section 6(d), if (a) The Company shall have the Company terminates the right to terminate Executive’s employment with the Company pursuant to this Section 4.3 at any time without Cause by giving notice as described in Section 4.7. A termination pursuant to Sections 4.5 or 4.6 below is not a termination without Cause for purposes of this Section 5(b)4.3. (b) If Executive’s employment is terminated without Cause, the then Executive shall be entitled paid and become eligible for any Accrued Obligations. (c) If Executive’s employment is terminated without Cause, then, subject to receive, in addition to the items referenced in Section 6(a), the followingSections 4.12 and 4.13: (i) continued payment of his Base Salary, at the rate in effect on his last day of employment, for a period of Company shall pay to Executive an amount equal to twenty-four (24) months of his then current Base Salary, plus an additional amount equal to one hundred percent (100%) of Executive’s Target Bonus for the “Severance Payment”). The Severance Payment shall be year in which the termination occurs, less applicable withholdings and deductions, paid in approximately equal installments a lump sum on the Company’s regularly scheduled first regular payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by date after the Executive to the Company GroupRelease Date (as defined below); (ii) if Executive timely elects (or his eligible dependents in the event that Executive dies following such termination) and if Executive or his dependents remain eligible for continued payment by coverage under COBRA, the Company will reimburse insurance premiums paid by Executive or his dependents under the Company’s group health plan for the Executive’s life and continuation of health insurance care coverage under COBRA during the twenty-four eighteen (2418) month severance period referenced in Section 6(c)(i) to after the same extent date of termination, provided that the Company paid for such coverage shall be required to reimburse only up to the amount of premiums it was paying on behalf of Executive and his eligible dependents immediately prior to the date of termination of the Executive’s employment (and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that such reimbursements shall cease if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction becomes eligible for income and employment taxes, is equal to the employer premiums for such insurance for the remainder benefits under a group health plan of such severance period;another employer). (iii) all stock options, common stock subject to forfeiture, restricted stock units and other equity awards (other than equity awards that provide for vesting based on other than service or employment (i.e., performance objectives)) held by Executive at the time of his termination of employment that would have become vested and exercisable or free from repurchase restrictions, as applicable, during the twelve (12) month period commencing on the date of termination if Executive had remained employed during such period shall become vested and exercisable or free from such repurchase restrictions as of the last day of his employment in any unvested portion of any option and any Release Date; provided, however, that the restricted shares previously issued granted to Executive pursuant to Section 3.4(b) shall become fully vested and free from any repurchase restrictions as of the Executive Release Date. All other terms of such awards shall be governed by the Company Groupplans, programs, agreements and other documents pursuant to which such equity awards were granted; and (iv) with respect to performance-based restricted stock, RSUs, other equity awards and other long-term incentive awards (“Performance Units”), the applicable performance period shall end on the date of such termination of employment, and a bonus equal pro rata number of applicable Performance Units at the “target” performance level shall vest, based on a fraction, the numerator of which is the number of days from the beginning of the applicable performance period until the date of termination of Executive’s employment, and the denominator of which is the total number of days in the applicable performance period. All other terms of such awards shall be governed by the plans, programs, agreements and other documents pursuant to two which such equity awards were granted. (2d) times the greater of (x) the average of all bonuses paid Executive shall not be entitled to the Executive (taking into account receive a payment of no bonus or a payment of a bonus of $0) over under any applicable short-term incentive compensation plan for the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within sixty (60) days following the end of the fiscal year in which such his or her termination from employment occurs. None of If a termination without Cause occurs within three (3) months before or twelve (12) months following a Change in Control, as defined in Section 4.10 below, then the enhanced benefits described in Section 4.10 will supersede the benefits described in this Section 6(csection. (e) will be payable unless Any damages caused by the Executive has signed a general release (attached hereto as Exhibit A) within 45 days termination of date of termination, which has (and not until it has) become irrevocable, satisfactory to the Company in the reasonable exercise of its discretion, releasing the Company, its affiliates, including the REIT, and their officers, trustees and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employmentwithout Cause would be difficult to ascertain, and, therefore, the severance for which Executive is eligible pursuant to this Section 4.3 in exchange for the Release is agreed to by the parties as liquidated damages, to serve as full compensation, and not a penalty.

Termination by the Company Without Cause. Except If the Executive's employment is terminated by the Company without Cause as provided in Section 6(d4(d), if then the Company terminates shall, through the Date of Termination, pay the Executive his Accrued Benefit. If (i) the Executive’s 's employment is terminated by the Company without Cause pursuant to as provided in Section 5(b4(d), (ii) the Executive signs a general release of claims in a form and manner satisfactory to the Company (the "Release") within 21 days of the receipt of the Release and does not revoke such Release during the seven-day revocation period, and (iii) the Executive complies with the Employee Patent, Confidential Information and Non-Compete Agreement dated May 1, 2000 between the Executive and the Company (the "Confidentiality Agreement"), (A) The Company shall pay the Executive an amount equal to the sum of 1.0 times the Executive's Base Salary. Such amount shall be paid out in a lump sum on the first payroll date after the Date of Termination or expiration of the seven-day revocation period for the Release, if later. (B) As of the Date of Termination, all vested stock options held by the Executive shall be entitled to receiveexercisable for twelve (12) months following the Date of Termination; and any unvested stock options, in addition to restricted stock or other stock-based equity award will be immediately forfeited upon the items referenced in Section 6(a), the following:Date of Termination. (iC) continued payment of his Base Salary, at the rate in effect on his last day of employment, for a period of twenty-four (24) months (the “Severance Payment”). The Severance Payment shall be paid in approximately equal installments on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group; (ii) continued payment by the Company for the Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced in Section 6(c)(i) to the same extent that the Company paid for such coverage immediately prior to the termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting as of the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive by the Company Group; and (iv) a bonus equal to two (2) times the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) the most recent bonus paid Subject to the Executive. Such bonus 's copayment of premium amounts at the active employees' rate, the Executive may continue to participate in the Company's group health, dental, vision and life insurance program for twelve (12) months following the Date of Termination , and the Company shall be paid provide continuation of health benefits after this 12-month period pursuant to the Executive within sixty Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (60) days following "COBRA"), such benefits to be determined as though the Executive's employment had terminated at the end of the fiscal year in which such termination occurs. None of the benefits described in this Section 6(c) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, which has (and not until it has) become irrevocable, satisfactory to the Company in the reasonable exercise of its discretion, releasing the Company, its affiliates, including the REIT, and their officers, trustees and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employment12-month period.

Termination by the Company Without Cause. Except Or By Executive For Good ----------------------------------------------------------------- Reason. (a) The Company may terminate Executive' s employment at any time for ------ any reason. If Executive's employment is terminated by the Company without Cause (as provided defined in Section 6(d6.4(b) hereof) or by Executive for Good Reason (as defined in Section 6.4(c) hereof), Executive shall receive such payments, if the Company terminates the Executive’s employment without Cause any, under applicable plans or programs to which he is entitled pursuant to Section 5(b)the terms of such plans or programs. In addition, the Executive shall be entitled to receive, in addition to the items referenced in Section 6(a), receive the following: (i) continued payment of his an amount equal to one (1) times the Executive's Base Salary, Salary at the annual rate in effect on his last day as of employment, for a period the date of twenty-four (24) months the termination of Executive's employment (the “Severance Payment”"Termination Date"). The Severance Payment , which amount shall not be paid less than $230,000, payable over the one (1) year period following the Termination Date in approximately equal installments on accordance with the normal payroll practices of the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group; (ii) continued a cash lump sum payment by in respect of (x) accrued but unused personal time off days (the Company for "PTO Payment"), (y) compensation earned but not yet paid (including any deferred Bonus payments) (the Executive’s life "Compensation Payment") and health insurance coverage during (z) reasonable expenses incurred under Section 5 but not yet reimbursed (the twenty-four (24) month severance period referenced in Section 6(c)(i) to the same extent that the Company paid for such coverage immediately prior to the termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period"Expense Payment"); (iii) vesting as an amount paid in lieu of continuation of employee benefits equal to $553.85 per week, payable in accordance with the normal payroll practices of the last day Company over the one (1) year salary continuation period in section 6.1 (a) (i) above; (iv) acceleration of his employment in any the vesting of one hundred percent (100%) of the unvested portion of any option and any restricted shares previously issued Executive's stock options; (v) the right to exercise Executive's stock options for a period of one year following the Executive by the Company GroupTermination Date; and (iv) a bonus equal to two (2) times the greater of (xvi) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within sixty (60) days following the end Target Bonus in respect of the fiscal year in which such his termination occurs. None , prorated by a fraction, the numerator of which is the number of days of the benefits described in this Section 6(c) will be payable unless fiscal year until the Executive has signed a general release (attached hereto as Exhibit A) within 45 days Termination Date and the denominator of date of terminationwhich is 365, which has (and not until it has) become irrevocableprovided, satisfactory however, that with respect to the Company in the reasonable exercise fiscal year 2001 of its discretion, releasing the Company, its affiliatessuch Target Bonus shall be equal to the sum of $45,281, including plus $60,375 times the REITfraction, the numerator of which is the number of days from April 1, 2001, until the Termination Date and the denominator of which is 274. (b) The payments due to Executive pursuant to Section 6.1(a)(ii) above shall be paid by the Company to Executive within 10 days after the termination of Executive's employment by check payable to the order of Executive or by wire transfer to an account specified by Executive. (c) The payments due to Executive pursuant to Sections 6.1(a)(i), (iii) and (vi) above shall not be made, and their officersthe rights set forth in Sections 6.1(a)(iv) and (v) above shall not begin, trustees unless and employeesuntil the Company has received from executive an executed, from any and all claims effective General Release, dated on or potential claims arising from after the Termination Date, substantially as set forth in Exhibit A to this Agreement. (Such General Release may be modified by the Company to reflect certain state or related local laws, statutes, codes or regulations which specifically apply to the Executive’s employment or termination of employment.)

Termination by the Company Without Cause. Except (a) The Company shall have the right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time without “Cause” (as provided defined in Section 6(d), if 6.2(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Sections 6.3 and 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 6.1. (b) If the Company terminates the Executive’s employment at any time without Cause pursuant to and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 5(b1 .409A- 1(h) a “Separation from Service”), the then Executive shall be entitled to receivereceive the Accrued Obligations (defined below) and, in addition subject to Executive’s compliance with the items referenced obligations in Section 6(a)6.1(c) below, then Executive shall also be entitled to receive (collectively, the following:“Severance Benefits”): (i) continued payment of his an amount equal to Executive’s then current Base Salary, at the rate in effect on his last day of employment, Salary for a period of twenty-four (24) months (the “Severance PaymentPeriod”). The Severance Payment shall be , less all applicable withholdings and deductions, paid in approximately equal installments beginning on the Company’s first regularly scheduled payroll date following the Release Effective Date (as defined in Section 6.1(c) below), with the remaining installments occurring on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Groupdates thereafter; (ii) continued payment by the Company for the Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced in Section 6(c)(i) to the same extent that the Company paid for such coverage immediately prior to the termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting as of the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive by the Company Group; and (iv) a bonus equal to two (2) times the greater of (xa) the average of all bonuses bonus paid to in the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), prior performance year and (yb) the most recent bonus paid that Executive would have earned, for the performance year in which the termination occurs, on a prorated basis through the date which Executive continued to the Executive. Such bonus provide services, which shall be paid to the Executive as a single lump sum payment within sixty (60) days following the end Executive’s termination date; and (iii) any outstanding equity as of the fiscal date of the termination will become 100% vested and any stock options outstanding will remain exercisable until the earliest of (A) 18 months following the termination date, (B) the original 10-year expiration date for such vested options as provided in the applicable award agreement, or (C) termination of the PDS Corporation 2014 Second Amended and Restated Equity Incentive Plan, as amended by the Company from time to time (the “Equity Plan”). (iv) During the Severance Period, or, if shorter, the period of time that Executive would be entitled to continue Executive’s group health care coverage under the applicable provisions of Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) if Executive elected such coverage and paid the applicable premiums, the Company will pay to Executive as supplemental compensation in an amount equal to 1.30 times each payment of the expenses substantiated as actually paid by Executive for coverage in any program providing for welfare benefits in which such Executive was a participant on the date of termination occurs. None that are not otherwise reimbursed by any other person and that are otherwise allowable as a deduction under section 213 of the Code (without regard to any limitations on deductibility) (the “Special Severance Payment”). Premiums paid for welfare benefits described in that may be reimbursed under this Section 6(c) section include, but are not limited to, health, medical, dental, vision, and disability. The Special Severance Payment will be payable unless paid to Executive, until the earliest of (A) the second anniversary of the termination date, (B) the expiration of Executive’s eligibility for the continuation coverage under COBRA, or (C) the date when Executive has signed a becomes eligible for substantially equivalent health insurance coverage in connection with new employment (such period from the termination date through the earliest of (A), (B) or (C) (the “COBRA Payment Period”). Executive may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA premiums. If Executive becomes eligible for coverage under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the COBRA Payment Period, Executive must immediately notify the Company of such event, and all payments and obligations under this clause will cease. (c) Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) of this Agreement only if: (i) Executive signs and delivers to the Company an effective, general release of claims in favor of the Company and representatives, in a form acceptable to the Company (attached hereto the “Release”), by the 60th day following the termination date or such earlier date as Exhibit Aset forth in the Release, which cannot be revoked in whole or part (if applicable) within 45 days by such date or such earlier date as set forth in the Release (the date that the Release can no longer be revoked is referred to as the “Release Effective Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property in accordance with the terms and conditions of the Proprietary Information Agreement; (iv) Executive complies and continues to comply with all post-termination obligations under this Agreement and the Proprietary Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in the Release. To the extent that any Severance Benefits are deferred compensation under Section 409A of the Code, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the payment of Severance Benefits will not be made or begin until the later calendar year. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, (ii) any bonus earned but not yet paid for a calendar year ended on or before the date of termination, (iii) unreimbursed business expenses incurred by Executive payable in accordance with the Company’s standard expense reimbursement policies, and (iv) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which has Executive was a participant in accordance with applicable law and the provisions of such plan. (e) The Severance Benefits provided to Executive pursuant to this Section 6.1 are in lieu of, and not until it has) become irrevocablein addition to, satisfactory any benefits to the which Executive may otherwise be entitled under any Company in the reasonable exercise of its discretionseverance plan, releasing the Company, its affiliates, including the REITpolicy or program, and their officersExecutive acknowledges and agrees that Executive shall have no rights or entitlements to any benefits or payments under any such plan, trustees and employees, from any and all claims policy or potential claims arising from or related to program. (f) Any damages caused by the termination of Executive’s employment or termination of employmentwithout Cause would be difficult to ascertain; therefore, the Severance Benefits for which Executive is eligible pursuant to Section 6.1(b) above in exchange for the Release is agreed to by the Parties as liquidated damages, to serve as full compensation, and not a penalty.

Termination by the Company Without Cause. Except as provided in Section 6(d), if (a) The Company shall have the Company terminates the right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time without Cause “Cause” (as defined in Section 6.2(b) below) by giving notice as described in Section 6.8 of this Agreement. A termination pursuant to Section 5(b6.7 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 6.1. (b) In the event Executive’s employment is terminated without Cause (other than for in connection with a Change in Control Termination as defined below), then provided that Executive executes a general release in favor of the Executive shall be entitled to receiveCompany, in addition to a form attached as Exhibit B (the items referenced in Section 6(a“Release”), and subject to Section 6.1(c) (the following: date that the Release becomes effective and may no longer be revoked by Executive is referred to as the “Release Date”), then the Company shall pay to Executive (i) continued payment of his an amount equal to Executive’s then current Base Salary, at the rate in effect on his last day of employment, Salary for a period of twenty-four twelve (2412) months from the Release Date (such applicable period is referred to as the “Severance PaymentPeriod”). The Severance Payment shall be paid in approximately equal installments , less applicable withholdings and deductions, on the Company’s regularly scheduled regular payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group; ; (ii) continued payment by an amount equal to the Target Bonus or pro-rated portion of the Target Bonus that Executive was eligible to receive at the time of the termination without Cause (if any), payable in a lump sum on the date Target Bonuses are normally paid to other executives at the Company, but in no event later than March 15 of the year following the year for which the Target Bonus is paid; and (iii) the Company for shall pay the premiums of Executive’s life and group health insurance COBRA continuation coverage, including coverage for Executive’s eligible dependents, during the twenty-four Severance Period; provided, however, that (24a) month severance period referenced in Section 6(c)(iExecutive and his eligible dependents timely elect COBRA continuation coverage; (b) to the same extent that the Company paid shall pay premiums for such Executive’s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the termination of without Cause; and (c) the Company’s obligation to pay such premiums shall cease immediately upon Executive’s employment and subject to eligibility for comparable group health insurance provided by a new employer of Executive. To receive the eligibility requirements and other terms and conditions of such insurance coveragepayments under (i), provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting as of the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive by the Company Group; and (iv) a bonus equal to two (2) times the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorterii), and (yii) above, Executive’s termination must constitute a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) and Executive must execute and allow the most recent bonus paid Release to the Executive. Such bonus shall be paid to the Executive become effective within sixty (60) days of Executive’s termination. Such payments shall not be paid prior to the sixtieth (60th) day following Executive’s termination, rather, subject to the end aforementioned conditions, on the sixtieth (60th) day following Executive’s termination, the Company will pay Executive such payments in a lump sum that Executive would have received on or prior to such date under the original schedule, with the balance of the fiscal year in which such termination occurs. None payments being paid as originally scheduled. (c) Executive shall not receive any of the benefits described pursuant to Section 6.1(b) unless he executes the Release within the consideration period specified therein, which shall in no event be more than 60 days, and until the Release becomes effective and can no longer be revoked by Executive under its terms. Executive’s ability to receive benefits pursuant to Section 6.1(b) is further conditioned upon him: returning all Company property; complying with his post-termination obligations under this Agreement, the Non-Competition Agreement, and the Confidential Information Agreement; and complying with the Release, including without limitation any non-disparagement and confidentiality provisions contained therein. (d) In the event Executive’s employment is terminated at any time without Cause, in addition to the severance benefits in Section 6(c) will be payable unless 6.1(b), the Company shall pay to Executive has signed a general release (attached hereto as Exhibit A) within 45 days the accrued but unpaid salary of Executive through the date of termination, which has (and not until it has) become irrevocable, satisfactory to the Company in the reasonable exercise of its discretion, releasing accordance with the Company’s standard payroll policies, its affiliatestogether with all compensation and benefits payable to Executive based on his participation in any compensation or benefit plan, including program or arrangement through the REIT, and their officers, trustees and employees, from any and all claims or potential claims arising from or related to date of termination. The Company will also reimburse Executive for reasonable business expenses in accordance with the Company’s standard expense reimbursement policy. (e) The damages caused by the termination of Executive’s employment or termination of employmentwithout Cause would be difficult to ascertain; therefore, the severance for which Executive is eligible pursuant to Section 6.1(b) above in exchange for the Release is agreed to by the parties as liquidated damages, to serve as full compensation, and not a penalty.

Termination by the Company Without Cause. Except as provided in Section 6(d), if the (a) The Company terminates may terminate the Executive’s employment at any time, for whatever reason it deems appropriate or without Cause reason; provided, however, that in the event that such termination is not pursuant to Section 5(b4.1 (Death); 4.2 (Disability); 4.3 (Due Cause); 4.5 (Voluntary Termination); or 4.6 (Retirement), the Company shall pay to the Executive shall be entitled to receivethe Base Salary (at the annual rate then in effect) and vacation accrued through the Termination Date and the bonus provided for in Section 3.2 for the Termination Year (as well as any then earned but unpaid bonus for the year preceding the Termination Year, in if applicable). (b) In addition to the items referenced payments described in Section 6(a4.4(a), the following: Company shall pay to the Executive, on the date that is six (6) months and one day after the Termination date, a lump sum in an amount equal to twenty-four (24) months of the monthly Base Salary (at the annual rate in effect immediately prior to termination) and an additional bonus payment equal to two (2) times the Target Bonus for the Termination Year (collectively, the “Severance Payment”). In addition, the Company shall for eighteen (18) months following the Termination Date, (i) continued reimburse the Executive for his reasonable costs of medical and dental coverage as provided under COBRA, (ii) reimburse the Executive for his reasonable costs incurred in maintaining his life and disability coverage, and (iii) reimburse the Executive for similar, applicable benefits granted to the Executive in Section 3.4, each at levels substantially equivalent to those provided by the Company to the Executive immediately prior to the termination of his employment (including such other benefits as shall be provided to senior corporate officers of the Company in lieu of such benefits from time to time during the twenty-four (24) month payment period), on the same basis, including the Company’s payment of his Base Salarypremiums and contributions, at as such benefits are provided to other senior corporate officers of the rate Company or were provided to the Executive prior to the termination. Reimbursements of expenses which provide for nonqualified deferred compensation under Code Section 409A, if any, shall not be paid before six (6) months and one day after the Executive’s Termination Date. The amount of expenses eligible for reimbursement, or in-kind benefits provided, during a taxable year of the Executive may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided in effect any other taxable year. Reimbursements shall be paid on his or before the last day of employmentthe Executive’s taxable year following the taxable year in which the expense was incurred. The right to reimbursement hereunder is not subject to liquidation or exchange for another benefit. In addition, for a period of twenty-four (24) months (the “Severance Payment”). The Severance Payment shall be paid in approximately equal installments on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group; (ii) continued payment by the Company for immediately following the Executive’s life and health insurance coverage during Termination Date, the twenty-four (24) month severance period referenced in Section 6(c)(i) Executive will be provided with outplacement services commensurate with those provided to the same extent that other senior corporate officers of the Company paid for such coverage immediately prior to through a vendor selected by the termination Company. Except as otherwise provided under this Agreement, the rights and benefits of the Executive’s employment Executive or his transferee under the benefit plans and subject to programs of the eligibility requirements and other terms and conditions Company shall be determined in accordance with the provisions of such insurance coverageplans and programs. (c) Notwithstanding Section 4.4(b), provided in the event that if any such insurance coverage shall become unavailable during (i) the twenty-four (24) month severance periodExecutive is not a Specified Employee, then the Company thereafter shall be obliged only to pay to the Executive an amount whichthe Severance Payment within forty-five (45) days from the Termination Date and the six (6) month delay for reimbursements shall cease to apply, after reduction for income or (ii) the Executive is a Specified Employee and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting as death of the last day of his employment in any unvested portion of any option and any restricted shares previously issued to Executive occurs within six (6) months following the Executive by Termination Date, the Company Group; and (iv) a bonus equal shall pay to two (2) times the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) estate any unpaid portion of the most recent bonus paid amounts due to the Executive. Such bonus shall be paid to the Executive pursuant to Section 4.4(b) within sixty forty-five (6045) days following the end Executive’s death. If the Executive’s estate or legal representative fails to notify the Company of the fiscal year in which such termination occurs. None death of the benefits described Executive such that the Company is unable to make timely payment hereunder, then the Company shall not be treated as in breach of this Agreement and shall not be liable to the estate or legal representative for any losses, damages, or other claims resulting from such late payment. (d) Notwithstanding anything in this Agreement to the contrary, the Executive shall not be entitled to any payments under Section 6(c4.4(b) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, which has first duly and timely executed (and not until it hasrevoked) become irrevocable, satisfactory a form of mutual agreement and general release acceptable to the Company releasing both the Company and the Executive from certain claims the other party may have in the reasonable exercise of its discretion, releasing the Company, its affiliates, including the REIT, and their officers, trustees and employees, from any and all claims or potential claims arising from or related to connection with the Executive’s employment or with the Company and the termination of employmentthereof, to the extent permitted by law.

Termination by the Company Without Cause. Except as provided in Section 6(d), if If the Employment Period is terminated by the Company terminates the Executive’s employment without Cause pursuant to Section 5(b)Cause, the then Executive shall be entitled to receive, in addition to the items referenced in Section 6(a), the following: (i) continued payment of his Executive’s earned and unpaid Base Salary, at Salary through the rate in effect on his last day of employment, for a period of twenty-four (24) months (the “Severance Payment”). The Severance Payment shall be paid in approximately equal installments on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company GroupTermination Date; (ii) continued payment by the Company for the an amount equal to four (4) months of Executive’s life and health insurance coverage during then current Base Salary (but not as an employee), as a special severance payment, payable pro rata over the twenty-four (24) month severance 4)-month period referenced in Section 6(c)(i) to following the same extent that the Company paid for Termination Date (such coverage immediately prior to the termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to “Severance Period”) in regular installments in accordance with the Executive an amount whichCompany’s general payroll practices as in effect on the Termination Date, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance periodbut in no event less frequently than monthly; (iii) vesting any Annual Performance Bonus for which the performance period has been completed and an Annual Performance Bonus has been earned but not yet paid as of the last day of his employment in any unvested portion of any option and any restricted shares previously issued Termination Date (payable at the same time such Annual Performance Bonus would have been paid pursuant to the Executive by the Company GroupSection 3(c)); and (iv) a bonus equal reimbursement of COBRA premiums for Executive and his eligible dependents each month during the Severance Period. Notwithstanding the foregoing, Executive shall not be entitled to two receive any payments pursuant to Section 4(b)(ii), Section 4(b)(iii) or Section 4(b)(iv) (2and Executive shall forfeit all rights to such payments) times the greater of (x) the average of all bonuses paid unless Executive has executed and delivered to the Executive Company a general release substantially in form and substance as attached hereto as Exhibit A (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter“General Release”), and (y) the most recent bonus paid such General Release remains in full force and effect, has not been revoked and is no longer subject to the Executive. Such bonus shall be paid to the Executive revocation, within sixty (60) days following the end of the fiscal year in which such termination occurs. None of the benefits described in this Section 6(c) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, and Executive shall be entitled to receive such payments only so long as Executive has not breached any of the provisions of the General Release or Sections 5, 6 and 7 hereof [(a “Fundamental Breach”); provided, that, Executive will have ten (10) days after receiving written notice from the Company of a Fundamental Breach in which has to cure such Fundamental Breach (and not until it has) become irrevocable, satisfactory to the Company extent capable of cure, as determined by the Board in good faith)]. If the General Release is executed and delivered and no longer subject to revocation as provided in the reasonable exercise preceding sentence, then the following shall apply: (A) To the extent any such cash payment to be provided is not “deferred compensation” for purposes of its discretionCode Section 409A, releasing then such payment shall commence upon the Company, its affiliates, including first scheduled payment date immediately after the REITdate the General Release is executed and no longer subject to revocation (the “Release Effective Date”). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement applied as though such payments commenced immediately upon Executive’s termination of employment, and their officers, trustees and employees, from any and all claims or potential claims arising from or related to payments made after the Release Effective Date shall continue as provided herein. The delayed payments shall in any event expire at the time such payments would have expired had such payments commenced immediately following Executive’s employment or termination of employment. (B) To the extent any such cash payment to be provided is “deferred compensation” for purposes of Code Section 409A, then such payment shall be made or commence upon the sixtieth (60th) day following Executive’s termination of employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon Executive’s termination of employment, and any payments made after the sixtieth (60th) day following Executive’s termination of employment shall continue as provided herein. The delayed payments shall in any event expire at the time such payments would have expired had such payments commenced immediately following Executive’s termination of employment. Notwithstanding any other payment schedule provided herein to the contrary, if Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any payment that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” shall be made on the date which is the earlier of (I) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive and (II) the date of Executive’s death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to the immediately preceding sentence (whether they otherwise would have been payable in a single sum or in installments in the absence of such delay) shall be paid to Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

Termination by the Company Without Cause. Except as provided in Section 6(d), if (a) The Company shall have the Company terminates the right to terminate Executive’s employment with the Company pursuant to this Section 6.1 at any time without “Cause” (as defined below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Sections 6.4 or 6.5 below is not a termination without Cause pursuant to Section 5(b), the Executive shall be entitled to receive, in addition to the items referenced in Section 6(a), the following: (i) continued payment for purposes of his Base Salary, at the rate in effect on his last day of employment, for a period of twenty-four (24) months (the “Severance Payment”). The Severance Payment shall be paid in approximately equal installments on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group; (ii) continued payment by the Company for the Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced in Section 6(c)(i) to the same extent that the Company paid for such coverage immediately prior to the termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting as of the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive by the Company Group; and (iv) a bonus equal to two (2) times the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within sixty (60) days following the end of the fiscal year in which such termination occurs. None of receiving the benefits described in this Section 6(c6.1. (b) If the Company terminates Executive’s employment at any time without Cause, then Executive shall be entitled to receive the Accrued Obligations (as defined below), and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) and subject to Executive’s compliance with the obligations in Section 6.1(c) below, Executive shall also be eligible to receive the following severance benefits (collectively, (i) through (iv), the “Severance Benefits”): (i) The Company will pay Executive an amount equal to Executive’s then current Base Salary for twelve (12) months, less all applicable withholdings and deductions, and paid in equal installments beginning on the Company’s first regularly-scheduled payroll date following the Release Effective Date (as defined below), with the remaining installments occurring on the Company’s regularly-scheduled payroll dates thereafter; provided however, if the Merger has not closed or the Company is not otherwise a publicly traded company before Executive’s termination of employment, such period will be six (6) months (such applicable period, the “Severance Period”). (ii) If Executive timely elects continued coverage under COBRA for Executive and Executive’s dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and his covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents) on the termination date until the earliest of: (i) the date that is twelve months after the date Executive terminates employment with the Company; (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”)). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding, for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company. (iii) The Company will pay Executive, as additional severance, a bonus based on Executive’s on-target bonus rate, which bonus rate (for purposes of calculating the Bonus Severance (as defined below) only) will be payable unless not less than fifty percent (50%) of Executive’s base salary, pro-rated, based on the number of days Executive was employed during the Company’s fiscal year in which Executive’s separation date occurred, subject to applicable payroll deductions and withholdings (the “Bonus Severance”). For clarity, if Executive’s on-target bonus rate was fifty percent (50%) of Executive’s Base Salary (the “Hypothetical On-Target Bonus”) and Executive’s termination of service by the Company without Cause occurred on March 31 of a particular year, then the Bonus Severance would be calculated as 50% of Base Salary (i.e., the Hypothetical On-Target Bonus) prorated for three months out of twelve months, or 25% of the Hypothetical On-Target Bonus. The Bonus Severance, will be paid in equal monthly installments over the Severance Period, beginning on the Company’s first regularly-scheduled payroll date following the Release Effective Date (as defined below), with the remaining installments occurring on the Company’s regularly-scheduled payroll dates thereafter. (iv) The Company will accelerate the vesting of Executive’s unvested outstanding equity awards subject to time- or service-based vesting that have been granted under the Plan or the 2020 Plan, as the case may be, to the Executive (including, without limitation, the RSU Award) as if Executive had completed additional Continuous Service for a period of months equal to the Severance Period immediately following Executive’s separation date. (c) Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) of this Agreement if: (i) by the sixtieth (60th) day following the date of Executive’s Separation from Service, Executive has signed and delivered to the Company a separation agreement containing (among other terms) an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form presented by the Company (attached hereto the “Release”) and which cannot be revoked in whole or part by such date (the date that the Release can no longer be revoked is referred to as Exhibit Athe “Release Effective Date”); (ii) within 45 days if Executive holds any other positions with the Company or any Affiliate, including a position on the Board, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property; (iv) Executive is in compliance with his post-termination obligations under this Agreement and the Proprietary Information Agreement when any such Severance Benefits are due and payable; and (v) Executive complies with the terms of the Release, including without limitation any mutual non-disparagement and confidentiality provisions contained in the Release. To the extent that any of the Severance Benefits are deferred compensation under Section 409A of the Code, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the payment of the Severance Benefits will not be made or begin until the later calendar year. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary and accrued but unused vacation pay through the date of termination, (ii) any annual bonus awarded, but not yet paid, to Executive for the calendar year immediately preceding the year in which has the termination occurs, (and not until it hasiii) become irrevocable, satisfactory to the Company any unreimbursed business expenses incurred by Executive payable in the reasonable exercise of its discretion, releasing accordance with the Company, its affiliates, including the REIT’s standard expense reimbursement policies, and their officers, trustees (iv) benefits owed to Executive under any qualified retirement plan or health and employees, from any welfare benefit plan in which Executive was a participant in accordance with applicable law and all claims or potential claims arising from or related to the Executive’s employment or termination provisions of employmentsuch plan.

Termination by the Company Without Cause. Except (a) The Company shall have the right to terminate Employee’s employment with the Company pursuant to this Section 6.1 at any time without “Cause” (as provided defined in Section 6(d), if the Company terminates the Executive’s employment without Cause 6.2(a) below) by giving notice as described in Section 6.8 of this Agreement. A termination pursuant to Section 5(b6.4, 6.6, or 6.7 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 6.1. (b) In the event Employee’s employment is terminated without Cause, then provided that the Employee executes and does not revoke a separation agreement that includes a general release substantially in the form attached hereto as Exhibit A (the “Release”), and subject 197298351 v1 to Section 6.1(c) (the Executive shall date that the Release becomes effective and may no longer be entitled revoked by the Employee is referred to receive, in addition to as the items referenced in Section 6(a“Release Date”), the followingthen: (i) continued payment the Company shall pay to Employee an amount equal to [ ] months’ of his Employee’s then current Base Salary, at the rate in effect on his last day of employment, for a period of twenty-four (24) months less applicable withholdings and deductions (the “Severance Payment”). The Severance Payment shall be paid , in approximately equal installments in accordance with the Company’s ordinary payroll practices commencing on the Company’s regularly scheduled first regular payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group; (ii) continued payment by the Company for the Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced in Section 6(c)(i) to the same extent date that the Company paid for such coverage immediately prior to the termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting as of the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive by the Company Group; and (iv) a bonus equal to two (2) times the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within more than sixty (60) days following the Separation Date (as defined below), provided that the first payment shall be for any accrued Base Salary for the sixty (60) day period plus the period from the sixtieth (60th) day until the regular payroll date, if applicable, and all salary continuation payments thereafter, if any, shall be made on the Company’s regular payroll dates; (ii) if the Employee timely elects continued coverage under COBRA for himself and his covered dependents under the Company’s group health plans following such termination, then the Employee will be entitled to the following COBRA benefits (the “COBRA Benefits,” together with the Severance Payment, the “Severance Benefits”): the Company shall pay the COBRA premiums necessary to continue the Employee’s and his covered dependents’ health insurance coverage in effect for himself (and his covered dependents) on the termination date until the earliest of (x) [ ] months following the termination date (the “COBRA Severance Period”); (y) the date when the Employee becomes eligible for health insurance coverage in connection with new employment or self-employment; or (iii) the date the Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on the Employee’s behalf would result in a violation of applicable law (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay the Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Employee’s payment of COBRA premiums and without regard to the expiration of the COBRA period prior to the end of the fiscal year in which such termination occursCOBRA Payment Period. None of the benefits described Nothing in this Agreement shall deprive the Employee of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company. (c) Employee shall not receive the Severance Benefits pursuant to Section 6(c6.1(b) will be payable unless he executes the Executive has signed a general release (attached hereto as Exhibit A) Release within 45 days of date of terminationthe consideration period specified therein, which has shall in no event be more than sixty (60) days, and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to Section 6.1(b) is further conditioned upon his: returning all Company property; complying with his post-termination obligations under this Agreement and the Proprietary Information Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. 197298351 v1 (d) The benefits provided to Employee pursuant to this Section 6.1 are in lieu of, and not until it hasin addition to, any benefits to which Employee may otherwise be entitled under any Company severance plan, policy or program. (e) become irrevocableThe damages caused by the termination of Employee’s employment without Cause would be difficult to ascertain; therefore, satisfactory the Severance Benefits for which Employee is eligible pursuant to Section 6.1(b) above in exchange for the Company in Release are agreed to by the reasonable exercise of its discretionparties as liquidated damages, releasing the Company, its affiliates, including the REITto serve as full compensation, and their officers, trustees and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employmentnot a penalty.

Termination by the Company Without Cause. Except The Executive’s employment under this Agreement may be terminated by the Company at any time without “Cause” (as provided defined in Section 6(d6(b), if ) by the Company terminates upon sixty (60) days’ prior written notice to the Executive. Any termination by the Company of the Executive’s employment without under this Agreement which does not constitute a termination for Cause pursuant to under Section 5(b), the Executive 6(b) and is not a termination on account of death or disability under Section 6(c) shall be entitled to receive, in addition to the items referenced in Section 6(a), the following: (i) continued payment of his Base Salary, at the rate in effect on his last day of employment, for deemed a period of twenty-four (24) months (the “Severance Payment”)termination without Cause. The Severance Payment shall be paid in approximately equal installments on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group; (ii) continued payment by the Company for the Executive’s life and health insurance coverage during the twenty-four (24) month severance period referenced in Section 6(c)(i) to the same extent that the Company paid for Upon any such coverage immediately prior to the termination of the Executive’s employment employment, all obligations of the Company under this Agreement shall thereupon immediately terminate other than any obligations with respect to earned but unpaid Base Salary and bonus under Section 4. In addition, subject to the eligibility requirements Executive signing a general release of claims in a form and other terms manner satisfactory to the Company, including a mutual obligation of non-disparagement, and conditions the lapse of such insurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance statutory revocation period, the Company thereafter shall be obliged only (i) continue to pay the Executive her Base Salary at the rate then in effect pursuant to Section 4(a) for a period of twelve (12) months from the Date of Termination; (ii) shall pay to the Executive in monthly installments over the next year, an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting as of the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive by the Company Group; and (iv) a bonus equal to two (2) times the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s employment if shorter), and (y) the most recent bonus paid to the Executive. Such bonus shall be paid to the Executive within sixty (60) days following the end of the fiscal year in which such termination occurs. None of the benefits described in this Section 6(c) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, which has (and not until it has) become irrevocable, satisfactory to the Company in the reasonable exercise of its discretion, releasing the Company, its affiliates, including the REIT, and their officers, trustees and employees, from any and all claims or potential claims arising from or related to the Executive’s employment cash bonus, if any, received in respect of the immediately preceding year pursuant to Section 4(b) beginning with the first payroll date that begins thirty (30) days after the Date of Termination; (iii) shall pay 100% of the costs to provide up to twelve (12) months of outplacement support services at a level appropriate for the Executive’s title and responsibility; (iv) shall provide the Executive with health and dental insurance continuation at a level consistent with the level and type the Executive had in place at the time of termination for a period of twelve (12) months from the Date of Termination and (v) on or prior to the Date of Termination, Executive will become fully vested in any unvested shares or options granted as part of the New Hire Grant. For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each monthly payment shall be considered a separate payment. Following a termination of employmentthe Executive without Cause, the Executive shall continue to be eligible to receive technology incentive compensation payments due under the provisions of the Technology Development Incentive Plan as such may have been established by the administrator of such plan prior to the date of termination.