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

Termination by the Company Without Cause. The Company may, at any time and without prior written notice, terminate the Executive without Cause. In the event that the Executive’s employment with the Company is terminated without Cause, the Executive shall receive the Accrued Benefits. In addition, the Executive shall be entitled to receive from the Company the following: (i) severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus for the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Termination.

Termination by the Company Without Cause. The Except as provided in Section 6(d), if for any reason the Company may, at any time and without prior written notice, wishes to terminate the Executive without Cause. In the event that Employment Period and the Executive’s employment with hereunder (including by not extending the term of this Agreement pursuant to Section 1(c)), (i) the Company is terminated without Causeshall give notice (the “Termination Notice”) to the Executive stating such intention, (ii) the Employment Period shall terminate on the date set forth in the Termination Notice (the “Termination Date”), and (iii) a severance period shall commence upon such Termination Date for a period of twenty-four months (such period, the “Severance Period”). During the Severance Period, the Executive shall continue to receive the Accrued BenefitsBase Salary under Section 3(a), shall be entitled to an annual cash bonus pursuant to Section 3(b) (which annual cash bonus shall be the bonus paid the Executive for the performance period immediately prior to the year in which the Termination Notice is given but not greater than 25% of Base Salary) and the Executive and his eligible dependents shall continue to receive the welfare benefits under Section 3(d) (including any benefits under the Company’s long-term disability and life insurance plans) of this Agreement as if the Employment Period continued throughout the Severance Period; provided that if such plans or programs do not permit the Executive and/or his eligible dependents continued participation, the Company shall pay the Executive, quarterly, an amount (not to exceed $35,000 per year) which after-tax will keep him in the same economic position as if he and/or his eligible dependents had continued in such plans and/or programs. In addition, the Executive shall be entitled to receive from the Company the following: (ix) severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the twenty-four (24) months following the Date payment of Termination (the “Post-Termination Period”), (ii) any earned and but unpaid Annual Bonus amounts, including bonuses for the year performance periods that ended prior to the year of termination to be paid in the same time Termination Date and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which any unreimbursed business expenses, with such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase payment made in accordance with Company practices in effect on the terms thereof) date of his termination of employment, and (viy) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase other rights, benefits or entitlements in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of the Date of Terminationits subsidiaries or affiliates.

Termination by the Company Without Cause. The Company may, at any time and without prior written notice, terminate or by the Executive without Causefor Good Reason Prior to, or More than 12 Months Following, a Change in Control. In the event that If, prior to a Change in Control Date or more than 12 months following a Change in Control Date, either the Executive’s employment with is terminated by the Company is terminated without Cause, Cause (other than for Disability or death) or the Executive shall receive the Accrued Benefits. In addition, the Executive shall be entitled to receive from the Company the following: resigns for Good Reason (i) severance payments totaling Three Million Dollars ($3,000,000a “Non-Change in Control Termination”), less standard withholdings for tax and social security purposesthen, paid according to the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus for the year prior subject to the year conditions of termination Section 7 and in accordance with the payment terms set forth in Section 7: (a) the Company shall, for a period of 12 months beginning on the Payment Commencement Date, continue to be paid pay to the Executive, in accordance with the Company’s customary payroll practices, her then current Base Salary as severance; (b) if the Executive is eligible for and timely elects to continue receiving group medical and/or dental insurance under the continuation coverage rules known as COBRA, the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same time and type of coverage (single, family, or other) until the same form as the Annual Bonus otherwise would be paid earlier of (but in no event later than 75 days after x) the end of the 12th month after the Date of Termination, and (y) the date the covered individual’s COBRA continuation coverage expires, unless, as a result of a change in legal requirements, the Company’s fiscal year to provision of payments for COBRA will violate the nondiscrimination requirements of applicable law, in which such bonus relates), case this benefit will not apply; (iiic) the Executive will receive a pro-rata amount of the Annual rated Target Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the fiscal year in which the Executive’s termination occurs (determined her Date of Termination occurs, calculated by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance Target Bonus for such year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is was employed by the Company in such year and the denominator of which is 365), such pro-rata amount to be paid in a lump sum on the same time and Payment Commencement Date; (d) the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end vesting schedule of each outstanding option to purchase shares of Common Stock of the Company’s fiscal year Company held by the Executive shall be accelerated in part so that the option shall become exercisable for an additional number of shares equal to which such bonus relates), (iv) 25% of the original number of shares of Common Stock subject to the Executive’s timely election under COBRAoption; and (e) unvested shares, continuation or units, if any, with respect to each restricted stock or stock unit award held by the Executive shall become vested such that the number of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits unvested shares or units shall be paid for reduced by 25% of the original number of shares or units subject to such restricted stock or stock unit award; provided that the vesting will not accelerate the distribution of shares underlying equity awards if such acceleration of distribution would trigger taxation under Section 409A of the Code. For the avoidance of doubt, the equity acceleration upon a termination of the Executive by the Company to the same extent that the Company paid for health insurance for without Cause or by the Executive for Good Reason prior to terminationto, (v) the Executive’s Performance-Based Sharesor more than twelve months following, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, a Change in Control provided for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d6.2(d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidancelieu of, and other interpretative authority issued thereunder not in addition to, any equity acceleration provided for in any applicable equity award agreement in connection with such a termination (collectively, a “Section 409ANon-CIC Duplicative Acceleration Provision”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination). The Executive agrees that the Company shall have a right any Non-CIC Duplicative Acceleration Provision is hereby deleted and of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) no further force or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Terminationeffect.

Termination by the Company Without Cause. The Company may, at any time and without prior written notice, terminate or by the Executive without Causefor Good Reason Prior to, or More than 12 Months Following, a Change in Control. In the event that If, prior to a Change in Control Date or more than 12 months following a Change in Control Date, either the Executive’s employment with is terminated by the Company is terminated without Cause, Cause (other than for Disability or death) or the Executive shall receive the Accrued Benefits. In addition, the Executive shall be entitled to receive from the Company the following: resigns for Good Reason (i) severance payments totaling Three Million Dollars ($3,000,000a “Non-Change in Control Termination”), less standard withholdings for tax and social security purposesthen, paid according to the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus for the year prior subject to the year conditions of termination Section 7 and in accordance with the payment terms set forth in Section 7: (a) the Company shall, for a period of 18 months beginning on the Payment Commencement Date, continue to be paid pay to the Executive, in accordance with the Company’s customary payroll practices, his then current Base Salary as severance; (b) if the Executive is eligible for and timely elects to continue receiving group medical and/or dental insurance under the continuation coverage rules known as COBRA, the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same time and type of coverage (single, family, or other) until the same form as the Annual Bonus otherwise would be paid earlier of (but in no event later than 75 days after x) the end of the 18th month after the Date of Termination, and (y) the date the covered individual’s COBRA continuation coverage expires, unless, as a result of a change in legal requirements, the Company’s fiscal year to provision of payments for COBRA will violate the nondiscrimination requirements of applicable law, in which such bonus relates), case this benefit will not apply; (iiic) the Executive will receive a pro-rata amount of the Annual rated Target Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the fiscal year in which the Executive’s termination occurs (determined his Date of Termination occurs, calculated by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance Target Bonus for such year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is was employed by the Company in such year and the denominator of which is 365), such pro-rata amount to be paid in a lump sum on the same time and Payment Commencement Date; (d) the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end vesting schedule of each outstanding option to purchase shares of Common Stock of the Company’s fiscal year Company held by the Executive shall be accelerated in part so that the option shall become exercisable for an additional number of shares equal to which such bonus relates), (iv) 25% of the original number of shares of Common Stock subject to the Executive’s timely election under COBRAoption; and (e) unvested shares, continuation or units, if any, with respect to each restricted stock or stock unit award held by the Executive shall become vested such that the number of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits unvested shares or units shall be paid for reduced by 25% of the original number of shares or units subject to such restricted stock or stock unit award; provided that the vesting will not accelerate the distribution of shares underlying equity awards if such acceleration of distribution would trigger taxation under Section 409A of the Code. For the avoidance of doubt, the equity acceleration upon a termination of the Executive by the Company to the same extent that the Company paid for health insurance for without Cause or by the Executive for Good Reason prior to terminationto, (v) the Executive’s Performance-Based Sharesor more than twelve months following, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, a Change in Control provided for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d6.2(d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidancelieu of, and other interpretative authority issued thereunder not in addition to, any equity acceleration provided for in any applicable equity award agreement in connection with such a termination (collectively, a “Section 409ANon-CIC Duplicative Acceleration Provision”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination). The Executive agrees that the Company shall have a right any Non-CIC Duplicative Acceleration Provision is hereby deleted and of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) no further force or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Terminationeffect.

Termination by the Company Without Cause. The Company maymay terminate your employment for any or no reason. If such termination is not for Cause and not by reason of your Disability, at any time and without prior written noticethen, terminate the Executive without Cause. In the event that the Executive’s employment with the Company is terminated without Cause, the Executive shall receive in addition to the Accrued Benefits. In additionObligations, the Executive shall and in lieu of any other severance benefits otherwise payable under any Company policy, you will be entitled to receive from the Company the following: (i) severance payments totaling Three Million Dollars continued payment of your Base Salary for twelve ($3,000,000), less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the twenty-four (2412) months following the Date of Termination (the “Post-Termination Period”)months, (ii) any earned and unpaid Annual Bonus payment of your COBRA premiums on a grossed-up basis, less the amount charged to active employees for the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid health coverage, for twelve (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates)12) months, (iii) payment of a pro-rata amount portion of your Annual Bonus (assuming for purposes of this payment that your Annual Bonus is equal to 50% of your Base Salary) and (iv) immediate vesting of any unvested options, restricted stock, restricted stock units, or other equity awards that are outstanding immediately prior to the date of termination and, but for the termination of your employment, would have vested during the twelve (12) month period immediately following the date of termination (collectively, the “Severance Benefits”). Your right to the Severance Benefits shall be conditional upon (x) your continuing compliance with the restrictive covenants contained in Section 9, (y) your continuing material compliance with the provisions of Section 10, and (z) your execution of a customary release of claims relating to your employment (which form does not impose any additional material obligations on you) in the form agreed to between you and the Company (the “Release of Claims”). You must execute the Release of Claims within forty-five (45) days following the date of the Annual Bonus that termination of your employment (which release shall be delivered to you within five (5) days following the Executive would have been eligible to receive had he remained employed by date of such termination). The first payment of continued Base Salary and COBRA premiums, together with the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would payable pursuant to subsection (iii) above, pursuant to this Section 8(d) shall be paid (but in no event later than 75 days after made on the end effective date of the Company’s fiscal year to which such bonus relatesRelease of Claims as set forth in this Section 8(d), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that if the Company’s repurchase rights with respect time period to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing consider and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where revoke the Release Deadline could occur in the calendar year following the calendar year in of Claims covers two of your taxable years, payment of Severance Benefits of which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “portion is treated as non-qualified deferred compensation” under compensation pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (will begin in the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Terminationtaxable year.

Termination by the Company Without Cause. The Company may, at any time and without prior written notice, terminate or by the Executive without Causefor Good Reason Prior to, or More than 12 Months Following, a Change in Control. In the event that If, prior to a Change in Control Date or more than 12 months following a Change in Control Date, either the Executive’s employment with is terminated by the Company is terminated without Cause, Cause (other than for Disability or death) or the Executive shall receive the Accrued Benefits. In addition, the Executive shall be entitled to receive from the Company the following: resigns for Good Reason (i) severance payments totaling Three Million Dollars ($3,000,000a “Non-Change in Control Termination”), less standard withholdings for tax and social security purposesthen, paid according to the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus for the year prior subject to the year conditions of termination Section 7 and in accordance with the payment terms set forth in Section 7: (a) the Company shall, for a period of 12 months beginning on the Payment Commencement Date, continue to be paid pay to the Executive, in accordance with the Company’s customary payroll practices, his then current Base Salary as severance; (b) if the Executive is eligible for and timely elects to continue receiving group medical and/or dental insurance under the continuation coverage rules known as COBRA, the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same time and type of coverage (single, family, or other) until the same form as the Annual Bonus otherwise would be paid earlier of (but in no event later than 75 days after x) the end of the 12th month after the Date of Termination, and (y) the date the covered individual’s COBRA continuation coverage expires, unless, as a result of a change in legal requirements, the Company’s fiscal year to provision of payments for COBRA will violate the nondiscrimination requirements of applicable law, in which such bonus relates), case this benefit will not apply; (iiic) the Executive will receive a pro-rata amount of the Annual rated Target Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the fiscal year in which the Executive’s termination occurs (determined his Date of Termination occurs, calculated by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance Target Bonus for such year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is was employed by the Company in such year and the denominator of which is 365), such pro-rata amount to be paid in a lump sum on the same time and Payment Commencement Date; (d) the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end vesting schedule of each outstanding option to purchase shares of Common Stock of the Company’s fiscal year Company held by the Executive shall be accelerated in part so that the option shall become exercisable for an additional number of shares equal to which such bonus relates), (iv) 25% of the original number of shares of Common Stock subject to the Executive’s timely election under COBRAoption; and (e) unvested shares, continuation or units, if any, with respect to each restricted stock or stock unit award held by the Executive shall become vested such that the number of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits unvested shares or units shall be paid for reduced by 25% of the original number of shares or units subject to such restricted stock or stock unit award; provided that the vesting will not accelerate the distribution of shares underlying equity awards if such acceleration of distribution would trigger taxation under Section 409A of the Code. For the avoidance of doubt, the equity acceleration upon a termination of the Executive by the Company to the same extent that the Company paid for health insurance for without Cause or by the Executive for Good Reason prior to terminationto, (v) the Executive’s Performance-Based Sharesor more than twelve months following, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, a Change in Control provided for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d6.2(d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidancelieu of, and other interpretative authority issued thereunder not in addition to, any equity acceleration provided for in any applicable equity award agreement in connection with such a termination (collectively, a “Section 409ANon-CIC Duplicative Acceleration Provision”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination). The Executive agrees that the Company shall have a right any Non-CIC Duplicative Acceleration Provision is hereby deleted and of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) no further force or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Terminationeffect.

Termination by the Company Without Cause. The Executive's employment under this Agreement may be terminated without cause by a vote of a majority of the members of the Board of Directors on written notice to the Executive. In the event of such termination, the Executive shall be entitled to the following benefits: (i) The Company mayshall pay to the Executive, in a lump sum within five (5) days of termination, as severance pay and in addition to any accrued but unpaid Base Salary and benefits to which he is entitled, an amount equal to three (3) times the Executive's total compensation received from the Company (including Base Salary and all other amounts payable pursuant to this Agreement) during the Executive's last full year of employment with the Company prior to such termination; (ii) Subject to his not becoming eligible to receive similar benefits elsewhere on similar terms, for a period of three (3) years following such termination or until the Executive attains age sixty- five (65), whichever is longer, the Company shall maintain in effect all employee welfare benefits (excluding any incentive compensation program) to which the Executive was entitled at any time and during the six (6) months preceding such termination; and (iii) The Executive without prior written notice, terminate further action by the Executive without Causeor the Company shall automatically become fully vested in all benefits accrued on his behalf under any benefit programs of the Company and in any options theretofore granted by the Company to the Executive remaining unexercised as of the date of termination. Any health care continuation period to which the Executive may be entitled under Section 4980B of the Code and/or Section 601 through Section 609 of the Employee Retirement Income Security Act of 1974 and under any analogous state or local law shall commence immediately following the period specified in clause (ii) hereof. Upon expiration of such health care continuation period, subject to the terms of any group health plan then in place, the Executive shall be entitled at his own expense to convert his coverage under such plan to an individual (or family) health care policy. In the event that the Executive’s employment with 's participation in any of the foregoing benefit plans is barred by law or otherwise, or in the event that any such benefit plan is discontinued or the benefits thereunder are materially reduced during such period, the Company is terminated without Cause, shall provide the Executive shall receive the Accrued Benefits. In addition, with benefits substantially similar to those to which the Executive shall be was entitled to receive from the Company the following: (i) severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus for the year immediately prior to the year date of his termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Terminationemployment.

Termination by the Company Without Cause. The Company may, at any time and without prior written notice, terminate the Executive without Cause. In the event that If the Executive’s employment with the Company is terminated without Cause, the Executive shall receive the Accrued Benefits. In addition, the Executive shall be entitled to receive from the Company the following: (i) severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus for the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year without Cause as provided in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fractionSection 3(d), the numerator of which is the number of days during the performance year of termination that the Executive is employed by then the Company and the denominator of which is 365)shall, such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following through the Date of Termination, which benefits pay the Executive his Accrued Benefit. In addition, subject to the Executive signing a separation agreement that includes a general release of claims in favor of the Company and related persons and entities in a form and manner satisfactory to the Company (the “Release”) and, if applicable, the expiration of the seven-day revocation period for the Release within 60 days after the Date of Termination: (i) the Company shall pay the Executive an amount equal to the sum of (A) one times the Executive’s Base Salary and (B) one times the Executive’s target incentive compensation for the then current fiscal year (the “Severance Amount”). The Severance Amount shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase out in substantially equal installments in accordance with the terms thereofCompany’s payroll practice over twelve (12) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through months commencing within 60 days after the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereofTermination; provided, however, that if the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing60-day period begins in one calendar year and ends in a second calendar year, the Executive’s entitlement Severance Amount shall begin to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur paid in the second calendar year following the calendar year in which such Date year. Solely for purposes of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each installment payment is considered a separate payment. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Section 7 of this Agreement, all payments of the Severance Amount shall immediately cease; and (ii) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on if the first payroll date Executive was participating in the Company’s group health plans immediately prior to occur during the calendar year following the calendar year in which such Date of Termination occursand elects COBRA continuation coverage, or such later time then the Company shall pay the same portion of premiums that it pays for active employees for the same level of group health coverage as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to in effect for the Executive if payment had commenced on the Date of Termination. The Executive agrees that Termination (including for any then-covered spouse or eligible dependents) until the Company shall have a right earliest of offset against all severance payments for amounts owed to the Company by following: (i) the Executive twelve (unless the amounts owed are subject to a good faith dispute12) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as month anniversary of the Date of Termination; (ii) the Executive’s eligibility for group health coverage through other employment; or (iii) the end of the Executive’s eligibility under COBRA for continuation coverage for health care. Notwithstanding the foregoing, if the Company determines at any time that its payments pursuant to this paragraph may be taxable income to the Executive, it may convert such payments to payroll payments directly to the Executive on the Company’s regular payroll dates, which shall be subject to tax-related deductions and withholdings.

Termination by the Company Without Cause. The Company may, at any time and may terminate your employment without prior “Cause” immediately upon written notice. If such termination is without Cause and not by reason of your Disability, terminate the Executive without Cause. In the event that the Executive’s employment with the Company is terminated without Causethen, the Executive shall receive in addition to the Accrued Benefits. In additionObligations, the Executive shall and in lieu of any other severance benefits otherwise payable under any Company policy or plan in effect, you will be entitled to receive from the Company the following: (i) severance payments totaling Three Million Dollars continued payment of your Base Salary for six ($3,000,000), less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the twenty-four (246) months following the Date of Termination (the “Post-Termination Period”)months, (ii) any earned should you be eligible for and unpaid Annual Bonus timely elect COBRA coverage, payment of your COBRA premiums, less the amount charged to active employees for the year prior health coverage, for up to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid six (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), 6) months (iii) payment of a pro-rata amount portion of your Annual Bonus (assuming for purposes of this payment that your Annual Bonus is equal to 30% of your Base Salary) and (iv) immediate vesting of any unvested options, restricted stock, restricted stock units, or other equity awards that are outstanding immediately prior to the date of termination and, but for the termination of your employment, would have vested during the six (6) month period immediately following the date of termination (collectively, the “Severance Benefits”). Your right to the Severance Benefits shall be conditional upon (x) your continuing compliance with the restrictive covenants contained in Section 9, (y) your continuing material compliance with the provisions of Section 10, and (z) your execution of a release of claims relating to your employment in a form prepared by and satisfactory to the Company (the “Release of Claims”). You must execute the Release of Claims within forty-five (45) days following the date of the Annual Bonus that termination of your employment (which release shall be delivered to you within five (5) days following the Executive would have been eligible to receive had he remained employed by date of such termination). The first payment of continued Base Salary and COBRA premiums, together with the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would payable pursuant to subsection (iii) above, pursuant to this Section 8(d) shall be paid (but in no event later than 75 days after made on the end effective date of the Company’s fiscal year to which such bonus relatesRelease of Claims as set forth in this Section 8(d), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that if the Company’s repurchase rights with respect time period to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing consider and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where revoke the Release Deadline could occur in the calendar year following the calendar year in of Claims covers two of your taxable years, payment of Severance Benefits of which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “portion is treated as non-qualified deferred compensation” under compensation pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (will begin in the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Terminationtaxable year.

Termination by the Company Without Cause. The Company may, may terminate Employee’s employment at any time and without prior written notice, terminate the Executive without Cause, effective upon Employee’s receipt of written notice of such termination. In the event that the ExecutiveEmployee’s employment with is terminated by the Company is terminated without CauseCause (other than due to death or Disability), the Executive shall receive the Accrued Benefits. In addition, the Executive Employee shall be entitled to receive from the Company the following: to: (i) severance payments totaling Three Million Dollars The Accrued Obligations; ($3,000,000ii) Payment in twenty-six (26) equal bi-monthly installments of twelve (12) months of then-Base Salary (the “Severance Amount”), less standard applicable withholdings for tax and social security purposesdeductions, paid according subject in all events to the Company’s regular payroll schedule over the twenty-four Section 21 of this Agreement. (24iii) months following the Date of Termination (the “Post-Termination Period”), (ii) Any unpaid Incentive Compensation in respect to any earned and unpaid Annual Bonus for the completed fiscal year which has ended prior to the year date of termination to such termination, which amount shall be paid in the same at such time and the same form as the Annual Bonus otherwise would be incentive compensation awards are paid (but in no event later than 75 days after the end to other senior executives of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), ; and (iv) subject Should Employee be eligible for and elect to the Executive’s timely election under COBRA, continuation of continue his health insurance benefits pursuant to COBRA following the date of such termination, the Company will pay the COBRA premiums, less the amount deducted from Employee’s severance in an amount equal to that which had been deducted for twenty four such insurance coverage when he was a regular employee, until the earlier of: (24A) twelve (12) months following or (B) the Date of Terminationdate Employee commences employment with any person or entity and, which benefits shall be paid for by the Company to the same extent that the Company paid thus, is eligible for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Terminationbenefits. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments and benefits described in this Section 5(c) is conditioned on Subsections (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(aii), (b), (diii) and (eiv) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive above shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidanceimmediately terminate, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by lawSection 10 hereof. Except as specifically provided in this Section 5(c) or in another section Following such termination of this Agreement, or except as required by law, all benefits provided Employee’s employment by the Company without Cause, except as set forth in this Subsection 9(d), Employee shall have no further rights to the Executive any compensation or any other benefits under this Agreement or otherwise shall cease as of the Date of TerminationAgreement.

Termination by the Company Without Cause. The Company mayDuring the Term, at any time and without prior written notice, terminate the Executive without Cause. In the event that if the Executive’s employment with is terminated by the Company is terminated without CauseCause as provided in Section 3(d), then (x) the Company shall pay the Executive shall receive the his Accrued Benefits. In addition, Benefit and (y) subject to the Executive shall be entitled to receive from signing a separation agreement and release of claims substantially in the Company form attached hereto as Exhibit A (the following: “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination: (i) severance payments totaling Three Million Dollars the Company shall pay the Executive an amount equal to ($3,000,000), less standard withholdings for tax and social security purposes, paid according x) twelve (12) months of the Executive’s Base Salary plus (y) an amount equal to the CompanyExecutive’s regular payroll schedule over target incentive compensation for the twenty-four quarter (24in the case of incentive compensation paid on a quarterly basis) months following or year (in the case of incentive compensation paid on an annual basis) in which the Date of Termination occurs (prorated based upon the “Postnumber of days of employment during such quarter or year, as applicable, relative to the number of calendar days in such quarter or year, as applicable); and (ii) except to the extent any Existing Equity Award or any stock option or other stock-based award that was granted or purchased on or after the Effective Date contains more favorable terms, in which case such terms shall apply to such award(s), all stock options and other stock-based awards held by the Executive will be accelerated as if the Executive had completed an additional eighteen (18) months of service with the Company; and (iii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination Period”and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for twelve (12) months or the Executive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive (and, if applicable, the Executive’s qualified and participating dependents) if the Executive had remained employed by the Company. To the extent the Executive and the Company mutually agree to enter into a non- competition agreement, the number of months set forth in Sections 4(b)(i), (ii) any earned and unpaid Annual Bonus for (iii) will be increased by the year prior number of months equal to the year length of termination to such non-competition period. The amounts payable under this Section 4(b) shall be paid out in the same time and the same form as the Annual Bonus otherwise would be paid (but substantially equal installments in no event later than 75 days after the end of accordance with the Company’s fiscal year to which payroll practice over twelve (12) months (or such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid longer period set forth in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 immediately preceding sentence) commencing within 60 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that if the Company’s repurchase rights with respect 60-day period begins in one calendar year and ends in a second calendar year, such payments shall begin to be paid in the second calendar year by the last day of such unvested Selling Restricted Shares 60-day period; provided, further, that the initial payment shall not be exercisable until include a catch-up payment to cover amounts retroactive to the third anniversary of day immediately following the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement Each payment pursuant to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under is intended to constitute a separate payment for purposes of Treasury Regulation Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Termination1.409A-2(b)(2).

Termination by the Company Without Cause. The Company may, may terminate Employee’s employment at any time and without prior written notice, terminate the Executive without Cause, effective upon Employee’s receipt of written notice of such termination. In the event that the ExecutiveEmployee’s employment with is terminated by the Company is terminated without CauseCause (other than due to death or Disability), the Executive shall receive the Accrued Benefits. In addition, the Executive Employee shall be entitled to receive from the Company the following: to: (i) severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination (the “Post-Termination Period”), The Accrued Obligations; (ii) any earned and unpaid A pro rata Annual Bonus (determined based on actual performance for the year prior of Employee’s termination in accordance with Section 4(b) hereof) based on the number of days elapsed from the commencement of such fiscal year through and including the date of such termination, such amount to be paid at the same time as annual bonuses for the year of termination are generally payable to be paid in other senior executives of the same time and the same form as the Annual Bonus otherwise would be paid (Company, but in no event later than 75 days after the date which is two and one-half (2 1/2) months following the end of the Company’s fiscal year to which such bonus Annual Bonus relates), ; (iii) a proA lump-rata amount sum payment, within the later of five (5) days after such termination or the expiration of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company seven (7) day revocation period for the remainder of the year general release described in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365Section 7(h), such pro-rata amount equal to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), Severance Amount; (iv) subject Continuation of the health benefits provided to the Executive’s timely election Employee and his covered dependants under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company health plans as in effect from time to time after the date of such termination at the same extent that cost applicable to active employees until the Company paid earlier of: (A) the expiration of the Severance Term, or (B) the date Employee commences employment with any person or entity and, thus, is eligible for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereofbenefits; provided, however, that as a condition of continuation of such benefits, the Company’s repurchase rights with respect Company may require employee to elect to continue his health insurance pursuant to COBRA; (v) Vesting, immediately prior to such unvested Selling Restricted Shares shall termination, in any RSUs which have not be exercisable until previously vested; and (vi) A lump-sum payment, within the third later of five (5) days after such termination or the expiration of the seven (7) day revocation period for the general release described in Section 7(h), equal to: (A) $4.5 million, if such termination occurs on or prior to the eighteen (18) month anniversary of the Commencement Date; or (B) $3.0 million, if such termination occurs following the eighteen (18) month anniversary of the Commencement Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement and prior to the severance payments in this Section 5(c) is conditioned on (y) expiration of the Executive’s executing and delivering to the Company Term of a release of claims against the Company, in a form attached hereto as Exhibit A, and on Employment; it being understood that such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive cash payment shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days in consideration of the Executivecancellation of Employee’s receipt unexercised Options. In no event shall this subsection (vi) apply to RSUs or any shares of such notice (without regard to timing requirements related to compliance Common Stock acquired upon settlement of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of TerminationRSUs.

Termination by the Company Without Cause. The Company may, Termination by the Consultant and/or Xxxxx for Good Reason or Automatic Termination Upon a Change of Control or at any time and without prior written notice, terminate the Executive without Cause. In the event that the Executive’s employment with end of a Term after the Company is terminated without Cause, the Executive shall receive the Accrued Benefits. In addition, the Executive shall provides notice of Non-Renewal. (1) This Agreement may be entitled to receive from the Company the followingterminated: (i) severance payments totaling Three Million Dollars by the Consultant and/or Xxxxx for Good Reason ($3,000,000), less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination (the “Post-Termination Period”as defined below), (ii) any earned and unpaid Annual Bonus for by the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates)Company without Cause, (iii) a pro-rata amount upon any Change of Control provided, that, within 12 months of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by Change of Control (A) the Company for terminates this Agreement and/or the remainder of Board removes Xxxxx as the year in which the ExecutiveCompany’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fractionCEO, the numerator of which is the number of days during the performance year of termination that the Executive is employed by fails to obtain an agreement from any successor to the Company to assume and the denominator of which is 365), such pro-rata amount agree to be paid perform this Agreement in the same time manner and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for would be required to perform if no Change of Control event had taken place, or changes Xxxxx title as the Executive prior to terminationCEO, or (vB) the Executive’s Performance-Based SharesConsultant and/or Xxxxx terminates this Agreement or another person provides the services on behalf of the Consultant. (2) In the event this Agreement is terminated by the Consultant and/or Xxxxx for Good Reason or by the Company without Cause, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options Consultant shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, be entitled to the extent unvestedfollowing: (A) any accrued but unpaid Services Fee for Services rendered to the date of termination; (B) any accrued but unpaid expenses required to be reimbursed under this Agreement; (C) a separation payment (“Separation Amount”) equal to 12 months of the then Services Fee; (D) The Consultant or Xxxxx’ legally appointed guardian, as the case may be, shall expire and have up to one year from the date of termination to exercise any previously granted options granted to the Consultant, if any, provided that in no event shall any option be cancelled exercisable beyond its Term; and (E) all equity awards previously granted to the Consultant, if any, including RS, under the Plan or otherwise shall become fully vested. (3) In the event of a termination for no consideration and such Selling Restricted Shares and IPO PerformanceGood Reason, without Cause, or non-Based Options renewal by the Company, the payment of the Services Fee shall be subject to repurchase in accordance with made at the terms thereof) and (vi) vesting of and same times as the lapsing of Company paid the selling restrictions Consultant over the applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month monthly period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed other payments owed under Section 6(c) shall be subject to repurchase in accordance with the terms thereof; providedpromptly paid. Provided, however, that any balance of the Services Fee remaining due on the “applicable 2 ½ month period” (as such term is defined under Treasury Regulation Section 1.409A-1(b)(4)(i)(A)) after the end of the tax year in which this Agreement is terminated or the Term ends shall be paid on the last day of the applicable 2½ month period. The payment of the Separation Amount and the acceleration of vesting shall be conditioned on the Consultant and Xxxxx signing an Agreement and General Release (in the form which is attached as Exhibit A) which releases the Company or any of its affiliates (including its officers, directors and their affiliates) from any liability under this Agreement or related to the termination of this Agreement and Xxxxx serving as the Company’s repurchase rights CEO with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary Company provided that (x) the payment of the Date Separation Amount is made on or before the 21st day following the termination of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on Agreement; (y) such Agreement and General Release is executed by the Executive’s executing Consultant and delivering Xxxxx, submitted to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and the statutory period during which the Consultant and Xxxxx are entitled to revoke the Agreement and General Release under applicable law has expired on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), or before that 21st day; and (z) in the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, event that the Executive 21 day period begins in one taxable year and ends in a second taxable year, then the payment of the Separation Amount shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur made in the calendar year following the calendar year in which such Date second taxable year. Upon any Change of Termination occursControl, then any severance all payments or benefits under this Agreement that would be considered “deferred compensation” owed under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”6(c)(3) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will shall be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Terminationimmediately.

Termination by the Company Without Cause. The Company may, at any time and without prior written notice, terminate 3.1(b) (Termination by the Executive without CauseEmployee for Good Reason) Terminations. In the event that the ExecutiveIf Employee’s employment terminates pursuant to Section 3.1(a) or 3.1(b) hereof, Employee shall have no further rights against the Company hereunder, except for the right to receive, subject to execution of a release and waiver in the form customarily used by the Company in connection with the Company is terminated without Cause, termination of other similarly situated senior executives (“Release and Waiver”) in the Executive shall receive the Accrued Benefits. In addition, the Executive shall be entitled to receive from the Company the following: (i) severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the twenty-four (24) months following the Date case of Termination (the “Post-Termination Period”), clauses (ii) any earned and unpaid Annual Bonus for the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), - (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of below, (i) any earned but unpaid Base Salary and the lapsing value of any accrued but unused vacation, (ii) payment of Base Salary for a period of two (2) years from the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to effective date of termination (the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase “Severance Period”), payable in accordance with the terms thereof; providednormal payroll practices of the Company and reduced by any salary continuation benefit paid under any of the Plans maintained pursuant to Section 2.4, however(iii) (x) any previously earned Performance Bonus for a prior Bonus Year that has not been paid, and in the event of any termination after December 31, 2015 any 2015 Bonus that has not been paid, and (y) any annual Performance Bonus or 2015 Bonus due for the Company’s repurchase rights with respect calendar year of such termination pursuant to Section 2.2, prorated based on the number of days Employee was actively employed by the Company during such unvested Selling Restricted Shares shall not be exercisable until year (or in the third anniversary case of the 2015 Bonus, the period from the Date of Termination. Notwithstanding Hire through December 31, 2015), payable at the foregoingtime such Performance Bonus or 2015 Bonus would otherwise be paid in accordance with such Section 2.2, (iv) continued participation in the Executive’s entitlement Plans pursuant to Section 2.4 for the duration of the Severance Period to the severance payments in this Section 5(c) extent such continued participation is conditioned on (y) permitted under the Executive’s executing terms of the Plans and delivering to the Company extent such participation is not permitted a cash payment of a release substantially similar value (without requiring any additional payments to address the taxability of claims against the Companythis payment), in a form attached hereto as Exhibit A(v) reimbursement of expenses to which Employee is otherwise entitled under Sections 2.4, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”)2.5 or 2.8 hereof, and (zvi) whatever rights as to stock options or other equity awards the Executive’s compliance Employee may have pursuant to the 2015 Option Agreement, the Matching PRSU Agreement, the Project 650 PRSU Agreement or the Base RSU Agreement or any other stock option agreements or other equity award agreements with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of TerminationCompany.

Termination by the Company Without Cause. The If (i) the Employee is terminated by the Company mayfor any reason other than for Cause, at any time Disability or death, (ii) if the Employee is terminated by the Company for what the Company believes is Cause or Disability, and without prior written notice, terminate the Executive without Cause. In the event it is ultimately determined that the Executive’s employment with the Company is Employee was terminated without CauseCause or Disability, the Executive shall receive the Accrued Benefits. In addition, the Executive Employee shall be entitled to receive from the Company the following: receive, as severance, his/her Base Salary for a period of three (i) severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the twenty-four (243) months following the Date of Termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus for the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereofDate; provided, however, that if such termination occurs at any time within one year after the occurrence of, or in contemplation of, a Change of Control then Employee shall be entitled to receive his/her Base Salary for a period of one year following the Termination Date. Such payment of Base Salary shall be made in accordance with the normal payroll practices of the Company’s repurchase rights , net of applicable taxes, tax withholdings and employee portions of medical and dental insurance premiums, if any. During this period, the Company shall also continue to pay the Company portion of premiums, if any, to continue medical and dental coverage pursuant to the provisions of the existing plan or of the Consolidated Omnibus Budget Reconciliation Act. During this period, the Company will also continue Employee's life insurance and disability coverage, to the extent permitted under applicable policies, and will pay to the Employee the fringe benefits pursuant to section 5 which have accrued prior to the Termination Date. Incentive bonus, in any, for the year of termination will be prorated based on the Termination Date and paid in accordance with respect to such unvested Selling Restricted Shares the annual bonus payment schedule. Notwithstanding the forgoing, the Company shall not be exercisable until the third anniversary obligated to make any of the Date of Termination. Notwithstanding payments or provide the foregoing, the Executive’s entitlement to the severance payments in other benefits called for by this Section 5(csection 6(d) is conditioned on unless (yi) the Executive’s executing Employee signs a waiver and delivering to the Company of a release of all claims against the Company, the Parent Company and its subsidiaries in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following acceptable to the Date of Termination (the “Release Deadline”)Company, and (zii) the Executive’s compliance with the restrictive covenants set forth Employee is not in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Terminationincluding sections 7 and 8.

Termination by the Company Without Cause. The Company may, at any time and without prior written notice, terminate If the Executive without Cause. In the event that the Executive’s Employee's employment with shall be terminated by the Company is terminated without CauseCause pursuant to subsection 7(d), then the Executive Company shall receive pay to the Accrued BenefitsEmployee all Base Salary and payments owed to him up to the Date of Termination. In addition, the Executive shall be entitled to receive from the Company the following: , (i) severance payments totaling Three Million Dollars within thirty ($3,000,000), less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the twenty-four (2430) months following the Date of Termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus for the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company shall pay to Employee a lump sum cash payment equal to the same extent aggregate amount of Base Salary that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or would have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, been payable to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through Employee between the Date of Termination and for an additional thirty six the second anniversary of the Acquisition Date, computed at the Employee's Base Salary rate in effect on the Date of Termination; (36ii) month period following if the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with occurs on or before the terms thereof; providedfirst anniversary of the Acquisition Date, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary then (A) as of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company Termination all of a release of claims against the Company's common stock owned by the Employee subject to conditions, restrictions, or limitations which lapse over time or upon a subsequent event shall immediately be free of all such conditions, restrictions and limitations; and (B) in a form attached hereto as Exhibit Alieu of the grant of restricted stock described in Section 6(c), and on such release becoming effective within sixty thirty (6030) days following the Date of Termination the Company shall pay the Employee a lump sum cash payment of $300,000; (iii) if the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during after the calendar year where the Release Deadline could occur in the calendar year day following the calendar year first anniversary of the Acquisition Date but before the second anniversary of the Acquisition Date, then all of the Company's common stock owned by the Employee subject to conditions, restrictions, or limitations which lapse over time or upon a subsequent event shall immediately be free of all such conditions, restrictions and limitations; (iv) except as expressly provided in which this Agreement, any rights that Employee may have under the incentive, savings and welfare plans described in Sections 4 and 5 shall be determined by the terms and conditions of such plans as in effect on the Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, and Lawtxx'x xxxlicable programs and practices as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced effect on the Date of Termination. The Executive agrees that , and all other rights under this Agreement shall be terminated; and (v) through the second anniversary of the Acquisition Date, the Company shall have a right of offset against allow Employee and his family members to participate in all severance payments for amounts owed Lawtxx xxxfare plans described in Section 5 on the same terms and conditions and at the same cost as to the Company by the Executive (unless the amounts owed are subject which they were entitled to a good faith dispute) participate immediately prior to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Termination. If the Employee or his family members shall be ineligible to participate in any of such welfare plans as a result of Employee's ceasing to be an employee of the Company or Lawtxx, xxen the Company shall arrange to provide the Employee and his family members with substantially equivalent benefits as if Employee remained employed by Lawtxx xxxoughout the Employment Period.

Termination by the Company Without Cause. (a) The Company may, may terminate this Agreement at any time and without prior Cause by written notice, terminate notice to the Executive without Cause. In effective upon receipt or on a later termination date agreed with the event that Executive. (b) If the Company terminates the Executive’s employment with the Company is terminated without Cause, the Executive shall receive the Accrued Benefits. In addition, Company will pay the Executive shall be entitled to receive from the Company the following: (i) severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over Base Salary due the twenty-four (24) months following Executive through the Date date of Termination (the “Post-Termination Period”)termination, (ii) for any earned accrued PTO not taken at the time of termination, and unpaid Annual Bonus (iii) any other amounts to which the Executive is entitled at the time of termination under any bonus or compensation plan or practice of the Company; provided, however, that any bonus payments under the MICP will be governed by Section 6.2(c)(ii) below and not this Section. (c) In addition, and provided that the Executive executes and does not revoke a Release as provided in Section 7 and complies with Section 6.7(b), the Company will pay or grant the Executive, in lieu of any other severance benefits or any other compensation, the benefits set forth in this subsection (c) below (“Severance Benefits”); provided, however, that if the Company has established any compensation plan or severance benefit that is more favorable to the Executive than any of the Severance Benefits, the Company will pay to the Executive such more favorable benefit in lieu of the corresponding Severance Benefit set forth below: (i) An amount equal to the Base Salary for a period of twelve (12) months from the date of termination, less any payroll withholding and deductions due on such salary in accordance with applicable law, payable as a lump sum payment no later than the first business day following the date on which the Executive’s right to revoke any waiver and release of legal claims has expired unexercised (which revocation period will not exceed seven calendar days following the date the Executive signs the waiver and release); (ii) If, at the time of termination of this Agreement, the Company has not yet paid to the Executive a bonus under the MICP for the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of preceding the year in which the Executive’s termination occurs (determined by multiplying the amount this Agreement is terminated, the Executive would have received based upon will be eligible for such bonus on the actual same basis as other executive level of achievement of employees, and if other executive level employees receive a bonus under the applicable performance goals had employment continued through MICP for the end of the performance year by a fractionpreceding year, the numerator of which is the number of days during the performance year of termination that Company will pay the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject pursuant to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereofMICP; provided, however, that the percentage of the Company’s repurchase rights with respect to achievement of corporate goals which is used in the calculation of a portion of such unvested Selling Restricted Shares shall not bonus, will be exercisable until the third anniversary same as the percentage established by the compensation committee of the Date Board for other executive level employees; and provided further that the percentage of Termination. Notwithstanding the foregoing, the Executive’s entitlement to achievement of his personal goals for the severance payments preceding year, which is used in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company calculation of a release portion of claims against such bonus, will not be less than the Company, average of the percentages achieved in a form attached hereto as Exhibit A, and on such release becoming effective within sixty the preceding three (603) days following the Date of Termination years; (the “Release Deadline”), and (ziii) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements A Bonus (as defined below) for the year in which this Agreement is terminated prorated for the period during such year the Executive was employed prior to the date of termination (or the full amount of the Bonus if the Executive’s employment is terminated within six (6) months prior to or twelve (12) months following a Change of Control), payable as a lump sum payment no later than the first business day following the date on which the Executive’s right to revoke any waiver and release of legal claims has expired unexercised (which revocation period will not exceed seven calendar days following the date the Executive signs the waiver and release). If a Change of Control occurs after the Company pays the prorated Bonus, then the remainder of the Bonus will be payable as a lump sum payment no later than ten (10) days after the effective date of the Change of Control and, for this purpose, a Change of Control will occur only to the extent the transaction also meets the definition used for purposes of Treasury Regulation Section 1.409A-3(a)(5), that is, as defined under Treasury Regulation Section 1.409A-3(i)(5). “Bonus” means the average of the bonuses awarded to the Executive for each of the three (3) fiscal years prior to the date of termination, or such lesser number of fiscal years as may be applicable if the Executive has been employed for less than three (3) full fiscal years on the date of termination; provided, however, that since the Executive shall was not eligible to receive a bonus under the MICP for 2008 and 2009, and notwithstanding anything in this subsection (iii) above, the first fiscal year to be given notice considered for the calculation of any alleged breach and an opportunity to cure within thirty (30) days the Bonus will be 2010. For purposes of determining the Executive’s receipt of such notice (without regard Bonus, to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at the extent the Executive received no bonus in a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which other executives received bonuses, such Date of Termination occursyear will still be taken into account (using zero (0) as the applicable bonus) in determining the Executive’s Bonus, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of but if the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar Executive did not receive a bonus for a year in which no executive received a bonus, such Date year will not be taken into account. If any portion of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid bonuses awarded to the Executive if payment had commenced on consisted of securities or other property, the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company fair market value thereof will be determined in good faith by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of TerminationBoard.

Termination by the Company Without Cause. The Company may, at any time and without prior written notice, terminate the Executive without Cause. In the event that the Executive’s employment with the Company is may be terminated at any time by the Company without Cause. If the Company terminates Executive’s employment without Cause, the Company shall have the following obligations to Executive shall receive (but excluding any other obligation to Executive pursuant to this Agreement): (a) payment of the Accrued Benefits. In addition, Obligations; (b) the Executive shall be entitled to receive from the Company the following: (i) severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus for the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Terminationhis Base Salary, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their termsas severance, for a period of twenty four eighteen months (24) “Severance Period”), provided that the Base Salary for the first six months following of the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options Severance Period shall be subject paid to repurchase Executive in a lump sum at the end of such six-month period in accordance with the terms thereof) and (vi) vesting requirements of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”); provided further that such delay in payment will not apply to the extent that guidance issued under Section 409A allows payment to be made when otherwise due without subjecting Executive to additional taxes under Section 409A; (c) will be paid on if Executive timely elects to continue his health insurance pursuant to COBRA, the first payroll date to occur Company shall pay that portion of the premium that it pays for active employees with similar coverage during the calendar year following the calendar year in which Severance Period or, if earlier, until such Date of Termination occurs, or such later time as required by Executive is eligible for comparable coverage with a subsequent employer (and Executive shall promptly notify the date the Release Company if he becomes effective, or Section 23 beloweligible for comparable coverage); provided that Executive shall pay the amount of the employer portion of the applicable premiums for the first payment six months of the Severance Period, which amount will be reimbursed to him in a lump sum at the end of such six-month period, provided further that Executive shall include all amounts that would have been paid not be required to pay the employer portion of the premiums for the first six months of the Severance Period to the Executive if payment had commenced on the Date of Termination. The Executive agrees extent that the Company shall have a right of offset against all severance payments for amounts owed guidance under Section 409A allows such premiums to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided be paid by the Company without subjecting Executive to additional taxes under Section 409A; and (d) Executive’s Profits Interest shall be treated as set forth in the Executive Plan Documents; provided, however, that the continuation of such salary and benefits and the continued vesting of the Profits Interest shall cease on the occurrence of any circumstance or event that would constitute Cause under Section 4.1 of this Agreement or otherwise shall cease as (including any breach of the Date of Terminationrestrictive covenants contained in Section 5 below or any similar restrictive covenants to which Executive is bound).

Termination by the Company Without Cause. The At any time, the Company may, at any time in its sole and without prior written noticeabsolute discretion, terminate Employee's employment with the Executive Company (the actual date of termination being referred to as the "Termination Date") without Causecause, by providing written notice thereof to Employee ("Termination Notice") at least ten (10) days prior to the Termination Date. In the event that the Executive’s of termination of Employee's employment with pursuant to this Section, the Company is terminated without Cause, the Executive shall receive the Accrued Benefits. In addition, the Executive continue to pay to Employee her then current annual salary throughout such ten (10) day notice period and shall be entitled to receive from the Company the following: pay Employee as compensation for loss of office (ia) severance payments totaling Three Million Dollars eighteen ($3,000,000), less standard withholdings for tax and social security purposes, paid according to the Company18) months base salary at Employee’s regular payroll schedule then current salary in equal bi-weekly installments over the twenty-four eighteen (24) months following the Date of Termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus for the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (3618) month period following the Termination Date (the "Severance Period"), (b) a pro-rated Bonus for the completed portion of any fiscal year in which the Termination Date occurs, and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase (c) all vacation pay accrued as of the Termination Date calculated in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect Section 1.2.4. Upon receipt by Employee of a Termination Notice pursuant to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c4.2, (x) is conditioned on Employee shall assist the Company in good faith to effect a smooth transition, and (y) the Executive’s executing Company may request Employee to vacate the premises owned by the Company and delivering used in connection with the Business within a reasonable time; provided, that the obligation of the Company to make payments to Employee pursuant to this Section 4.2 and the other provisions of this Agreement shall not be affected; provided further, that in the event of a termination by the Company without cause pursuant to this Section 4.2, the provisions of Section 3.3 shall not apply and shall be of no further force or effect. Amounts payable pursuant to clauses (a) and (b) of this Section 4.2 shall be paid to Employee on the first regular payroll date of the Company following the delivery to the Company by Employee of a release duly executed release, in form and substance acceptable to the Company, of all claims Employee may have against the Company, in a form attached hereto as Exhibit A, and on such which release becoming effective within sixty (60) days is no longer subject to revocation. All other amounts payable pursuant to this Section 4.2 shall be paid to Employee no later than the first regular payroll date of the Company following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days effective date of the Executive’s receipt termination of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Terminationher employment.

Termination by the Company Without Cause. The Company maymay terminate the employment of Executive hereunder without Cause upon written notice to Executive, at any time and without prior with a date of termination so specified in the written notice. An election by the Company not to extend the Term pursuant to Section 2 hereof shall be not 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 is terminated by the Company (i.e., terminate as of the termination date specified by the Company in the written notice), the Term will terminate, all remaining obligations of the Company and Executive under Sections 1 through 3 will immediately cease. Regardless of whether Executive signs any release of claims, the Company will pay Executive, and Executive will be entitled to receive, the following: (i) Executive’s Compensation Accrued at Termination; and (ii) All rights under any compensatory or benefit plan, if any, shall be governed by and payable in accordance with, such plan. Furthermore, provided that Executive signs, and if applicable does not revoke, a release of claims designed to secure a complete and final release of all claims that Executive might have against the Company as drafted to the satisfaction of the Company in accordance with Section 8.6, and further provided that Executive continues to comply with his obligations under Section 8 of this Agreement, the Company will pay Executive, and Executive will be entitled to receive, the following: (i) severance compensation payment as governed and in accordance with the executive severance policy of the Company as approved from time to time by the Board, payable in six equal monthly installments, less customary or legally required withholdings, on the first business day of each month, beginning in the month following the termination date; OR if the termination by the Company without Cause or by Executive for Good Reason occurs upon or within ninety (90) days after a Change in Control as defined in Section 6.3 of this Agreement, then the severance compensation shall be equal to twenty four (24) months of Executive's Annual Salary, payable in 24 equal monthly installments, less customary or legally required withholdings, on the first business day of each month, beginning in the month following the termination date; (ii) a pro rata bonus for the year in which termination occurs, with such bonus equal to a percentage, the numerator equal to the number of days elapsed in the year as of the termination date and the denominator equal to 365, times the average annual bonus received by Executive during the preceding two completed calendar years; such bonus to be paid in six equal monthly installments, less customary or legally required withholdings, on the first business day of each month, beginning in the month following the termination date; and (iii) If the Executive without Causeand, where applicable, Family Members timely elect and are eligible to receive COBRA continuation coverage, the Company will pay the total applicable COBRA premium to continue whatever medical, dental and/or vision coverage in effect for the Executive and Family Members as of the date of termination for a period of time equal to the lesser of twelve (12) months after the Executive’s employment terminates or until such time as Executive secures replacement coverage through a subsequent employer. In Because this paragraph is intended to provide compensation to enable Executive to support himself or herself in the event that of Executive’s loss of employment under certain circumstances specified herein, Executive’s right to severance pay under this subparagraph shall not be triggered by the sale of all or a portion of Company’s stock or assets, unless such sale results in a loss of Executive’s employment with the Company is terminated without Cause, the Executive shall receive the Accrued Benefitsor its successor. In addition, the Executive shall be entitled to receive from the Company the following: (i) severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings for tax Payments and social security purposes, paid according to the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus for the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed 5.3 are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Termination5.6.

Termination by the Company Without Cause. The Company may, Executive’s employment may be terminated at any time and without prior written notice, terminate by the Executive Company without Cause. In If the event that the Company terminates Executive’s employment with the Company is terminated without Cause, the Company shall have the following obligations to Executive (but excluding any other obligation to Executive pursuant to this Agreement), provided that Executive’s entitlement to such termination benefits shall receive be conditioned upon Executive’s execution and delivery to the Accrued Benefits. In additionCompany of (i) a general release of all claims and (ii) a resignation from all of Executive’s positions with the Company, including without limitation resignation from the Board of Directors: (a) Continuation of the Company Base Salary for a period commencing on the date of termination and ending on the date that is one hundred and eighty (180) days after the date of termination (the “Severance Period”), payable in accordance with Section 2.1, (b) Executive shall be entitled eligible to receive from participate during the Severance Period on the same terms and conditions that would have applied had he remained in the employ of the Company in all health plans provided by the following: (i) severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings Company or in lieu thereof Executive shall be reimbursed by the Company for tax and social security purposes, paid according health insurance coverage obtained through COBRA to the Companyextent the cost of such coverage exceeds the costs to employee of obtaining such coverage while employed by the Company provided, however, that Executive’s regular payroll schedule over reimbursement for health insurance coverage shall cease at such time as Executive is offered comparable coverage with a subsequent employer, and (c) If the termination occurs within twenty-four (24) months following the Date after a Change of Termination Control (the “Post-Termination Period”as defined in Section 5.6), (iii) any earned and unpaid Annual Bonus for the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year repurchase right shall lapse as of such termination date as to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the an additional number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as equal to the number of Selling Restricted Shares with respect to for which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to right would lapse within two (2) years following such unvested Selling Restricted Shares shall not be exercisable until the third anniversary termination date had Executive remained an employee of the Date Company for such two year period and (ii) the Stock Options shall vest and become exercisable as of Termination. Notwithstanding the foregoing, the Executive’s entitlement such termination date as to an additional number of shares subject to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering Stock Options equal to the Company number of a release of claims against shares subject to the Company, in a form attached hereto as Exhibit A, Stock Options which would vest and on become exercisable within two (2) years following such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the termination date had Executive shall be given notice of any alleged breach and remained an opportunity to cure within thirty (30) days employee of the Executive’s receipt of Company for such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar two year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Terminationperiod.

Termination by the Company Without Cause. (a) The Company may, at any time shall have the right to terminate this Agreement and without prior written notice, terminate the Executive without Cause. In the event that the ExecutiveEmployee’s employment with without cause upon 10 days’ written notice to Employee. If the Company is terminated terminates this Agreement and Employee’s employment without Causecause pursuant to this Section 2.3, the Executive Employee shall receive the Accrued Benefits. In addition, the Executive shall be entitled to receive from the Company the following: (i) severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus for the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 a single lump sum within 30 days after the end date of termination an amount equal to the Company’s fiscal year to which such bonus relates)Base Compensation, (iii) a pro-rata amount as that term is defined in Section 3.1 of this Agreement, the Annual Bonus that the Executive Employee would have been eligible to receive had he remained employed by the Company received for the remainder of the year then current term of this Agreement had the Employee not been terminated, and for the remainder of such term shall be entitled to continue pre-existing coverage for himself and any dependents under any applicable medical plans described in Section 3.4 of this Agreement as long as the Employee continues to make the same monthly payments and copayments which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon been applicable if the actual level of achievement of Employee’s employment had not been terminated. Following the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year date of termination that of employment, Employee shall not receive any further compensation pursuant to Sections 3.2, 3.3 or the Executive is employed non-medical benefits described in Section 3.4 of this Agreement except as required by the Company and terms of such benefit plans. In the denominator event of which is 365)termination without cause, such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent Employee acknowledges that the Company paid for health insurance shall have no liability to the Employee whatsoever other than its obligation to make the lump sum payment described above and to provide continuation of coverage under any applicable medical plans for the Executive prior to termination, (v) remainder of the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstandingthen current term of this Agreement, and continue subsequently to vest provide the Employee with medical benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985 as amended (“COBRA”) and other benefits to which the Employee may be entitled under the terms of any benefit plan or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase arrangement in accordance with the terms thereofthereof notwithstanding termination of his employment. (b) It is intended that (i) each payment or installment of payments provided under this Agreement is a separate “payment” for purposes of Internal Revenue Code Section 409A and (ii) the payments satisfy, to the greatest extent possible, the exemptions from the application of Section 409A, including those provided under Treasury Regulation Sections 1.409A-1(b)(4) (regarding short-term deferrals), 1.409A-1(b)(9)(iii) (regarding the two-times, two year exception), and 1.409A-1(b)(9)(v) (regarding reimbursements and other separation pay). Any amounts which don’t meet the short term deferral exception but do meet the two-times/two year exception shall be paid no later than the last day of the second year following the year in which occurs the date of termination. Notwithstanding anything to the contrary in this Agreement, if any payments to be provided to Employee do not qualify under the exemptions from Section 409A described in the first sentence of this paragraph (b) and are not otherwise exempt from Section 409A, then such nonqualifying payments shall be delayed until the date that is six (vi6) vesting months after the date of and termination. Any delayed payments shall be made in a lump sum on the lapsing first day of the selling restrictions applicable seventh month following the date of termination. (c) Notwithstanding paragraph (a) above, if the provision of medical benefits coverage pursuant to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as paragraph (a) above would be discriminatory within the meaning of Section 105(h) of the Internal Revenue Code, then to the number extent necessary to prevent such discrimination, the Employee shall pay the full cost of Selling Restricted Shares with respect to which such coverage (including both the selling restrictions would have lapsed through the Date of Termination normal Employee and for an additional thirty six (36Company share) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to reimbursed by the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), for doing so. (d) and (eIn order to facilitate compliance with Section 409(A) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code and notwithstanding any other provision of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid this Agreement to the Executive if payment had commenced on contrary: (i) except for the Date of Termination. The Executive agrees that 6 month delay described in paragraph (b) above, the Company and the Employee shall have a right of offset against all severance payments for amounts owed to neither accelerate nor defer or otherwise change the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive time at which any payment due under this Agreement or otherwise shall cease as is to be made, and (ii) the date of termination of employment of the Date Employee shall be determined in a manner consistent with the definition of Termination“separation from service” within the meaning of Code Section 409A and regulations thereunder.

Termination by the Company Without Cause. The 7.5.1. Upon written notice to the Employee from the Board or an appropriate officer of the Company maydesignated by the Board, the Company may terminate the Employee’s employment at any time and without prior written notice, terminate the Executive without Cause. 7.5.2. In the event that of a termination of the ExecutiveEmployee’s employment with the Company is terminated without Cause, the Executive shall receive the Accrued Benefits. In addition, the Executive shall be entitled pursuant to receive from the Company the followingSection 7.5.1: (i) severance payments totaling Three Million Dollars the Company will pay to Employee any earned but unpaid Base Salary through the date of such termination; ($3,000,000ii) the Company will reimburse the Employee’s unreimbursed business expenses pursuant to Section 4.3 for all expenses incurred in the performance of his duties prior to the date of such termination; (iii) the Company will pay to Employee any earned and accrued but unpaid Annual Bonus as of the date of such termination; (iv) commencing on the day immediately following “the date of such termination, the Company will continue to pay to the Employee his then current Base Salary until the expiration of the later of: (a) the third anniversary of the Effective Date, or (b) the twelve (12) month period following such date of termination without Cause; provided, however, that if Employee is terminated without Cause following a Change in Control (as defined below), less standard withholdings for tax and social security purposesthe Company will continue to pay to Employee his then current Base Salary until the expiration of the later of: (a) the third anniversary of the Effective Date, paid according to the Company’s regular payroll schedule over or (b) the twenty-four (24) months month period following the Date such date of Termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus for the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Terminationtermination, which benefits amount shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for as a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure lump sum within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by after the date of termination, or, at the Release becomes effectiveCompany’s election, or in accordance with the Company’s payroll practices in effect from time-to-time. Except as specifically set forth in this Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that 7.5, the Company shall have a right no other liability or obligation hereunder by reason of offset against all severance payments for amounts owed such termination. 7.5.3. Notwithstanding any other provision in this Agreement to the contrary, Employee hereby agrees and acknowledges that he will not be entitled to and the Company shall have no obligation to pay or provide any amount or benefit provided under Section 7.5 of this Agreement unless Employee executes and delivers to the Company by the Executive (unless the amounts owed are subject to and does not revoke a good faith dispute) release satisfactory to the fullest extent not prohibited by law. Except as specifically provided Company in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by a manner consistent with the Company to the Executive under this Agreement or otherwise shall cease as requirements of the Date of TerminationAge Discrimination in Employment Act.

Termination by the Company Without Cause. The Except as provided in Section 6(d), if for any reason the Company may, at any time and without prior written notice, wishes to terminate the Executive without Cause. In the event that Employment Period and the Executive’s employment with hereunder (including by not extending the term of this Agreement pursuant to Section 1(c)), (i) the Company is terminated without Causeshall give notice (the “Termination Notice”) to the Executive stating such intention, (ii) the Employment Period shall terminate on the date set forth in the Termination Notice (the “Termination Date”), and (iii) a severance period shall commence upon such Termination Date for a period of twenty-four months (such period, the “Severance Period”). During the Severance Period, the Executive shall continue to receive the Accrued BenefitsBase Salary under Section 3(a), shall be entitled to an annual cash bonus pursuant to Section 3(b) (which annual cash bonus shall be the bonus paid the Executive for the performance period immediately prior to the year in which the Termination Notice is given but not greater than 33.3% of Base Salary) and the Executive and his eligible dependents shall continue to receive the welfare benefits under Section 3(d) (including any benefits under the Company’s long-term disability and life insurance plans) of this Agreement as if the Employment Period continued throughout the Severance Period; provided that if such plans or programs do not permit the Executive and/or his eligible dependents continued participation, the Company shall pay the Executive, quarterly, an amount (not to exceed $35,000 per year) which after-tax will keep him in the same economic position as if he and/or his eligible dependents had continued in such plans and/or programs. In addition, the Executive shall be entitled to receive from the Company the following: (ix) severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the twenty-four (24) months following the Date payment of Termination (the “Post-Termination Period”), (ii) any earned and but unpaid Annual Bonus amounts, including bonuses for the year performance periods that ended prior to the year of termination to be paid in the same time Termination Date and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which any unreimbursed business expenses, with such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase payment made in accordance with Company practices in effect on the terms thereof) date of his termination of employment, and (viy) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase other rights, benefits or entitlements in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of the Date of Terminationits subsidiaries or affiliates.

Termination by the Company Without Cause. The Company may, may terminate Employee’s employment at any time and without prior written notice, terminate the Executive without Cause, by providing Employee thirty (30) days written notice of such termination. Employee may elect to receive pay in lieu of notice for all or any portion of this notice period. In the event that Employee’s employment is terminated by the ExecutiveCompany without Cause (other than due to death or Disability), Employee shall be entitled to: (i) the Accrued Obligations, each to be paid at the same time it would otherwise have been paid to Employee had no such termination occurred, through the effective date of termination; (ii) any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, to be paid at the same time it would otherwise be paid to Employee had no such termination occurred; (iii) a prorated portion of the target Annual Bonus for the year in which such termination occurs pursuant to the terms of Section 3.3 above (or such larger amount to which Employee would be entitled under Section 3.3 above); (iv) the payments and other benefits provided for in Section 3.6 above pursuant to the terms thereof; and, (v) if such termination without Cause occurs during the ninety-day period prior to the Transaction, the minimum Transaction bonus amount provided for in Section 3.6(a) paid in a single lump-sum on the later to occur of (x) the sixty-day anniversary of the such date of termination and (y) the date of the Transaction. Except as set forth in this Section 5.4 and Sections 3.6(b), 5.1 and 5.5 and as set forth in the grant agreements, as amended, for the Pre-2020 Equity, the 2020 Equity and any stock options or restricted stock granted hereinafter by the Company to Employee, following termination of Employee’s employment with the Company is terminated hereunder by the Company without Cause, the Executive Employee shall receive the Accrued Benefits. In addition, the Executive shall be entitled have no further rights to receive from the Company the following: (i) severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus for the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest compensation or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or compensatory benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Termination.

Termination by the Company Without Cause. The Company may, at any time and without prior written notice, terminate the Executive without Cause. In the event that the Executive’s employment with the Company is terminated without Cause, the Executive shall receive the Accrued Benefits. In addition, the Executive shall be entitled to receive from the Company the following: (i) severance payments totaling Three Million Dollars The Company shall give Employee not less than thirty ($3,000,000), less standard withholdings for tax 30) days prior written notice of the termination of his employment without Cause and social security purposes, paid according to the CompanyCompany shall have the option of terminating Employee’s regular payroll schedule over the twenty-four (24) months following the Date of Termination (the “Post-Termination Period”), (ii) any earned duties and unpaid Annual Bonus for the year responsibilities prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end expiration of the Company’s fiscal year thirty-day notice period subject to which payment on or prior to the date of such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed termination by the Company of Employee’s then current Base Salary for the remainder of the notice period and his target annual bonus for the current fiscal year in which on a pro rata basis corresponding to the Executive’s date of termination. (ii) If such termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fractionshall occur, the numerator Company shall continue to pay Employee monthly compensation equal to one-twelfth of which is the number Employee’s then current Base Salary plus annual target bonus for a period of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid twelve (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (2412) months following the Date date of Terminationtermination. (iii) If such termination shall occur within the eighteen (18) month period following a Change of Control, which benefits shall be paid for by then in lieu of amounts due under paragraph (ii) above, the Company shall (A) pay Employee his target annual bonus for the current fiscal year on a pro rata basis corresponding to the same extent that the Company paid for health insurance for the Executive prior to date of termination, (vB) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject pay Employee monthly compensation equal to satisfaction one-twelfth of their terms, Employee’s then current Base Salary plus annual target bonus for a period of twenty four eighteen (2418) months following the Date date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) termination and (viC) vesting immediately accelerate the exercisability of and the lapsing of the selling restrictions applicable all unvested stock options granted to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as Employee to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease purchase Common Stock as of the Date date of Terminationsuch termination.

Termination by the Company Without Cause. The Company may, at any time and without prior written notice, terminate the Executive Executive’s employment without Cause. In the event that the Executive’s employment with the Company is terminated without Cause, the Executive shall receive the Accrued BenefitsBenefits 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, if the termination without Cause is prior to the fourth anniversary of the Effective Date, the Executive shall be entitled to receive from the Company the following: (i) severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings for tax and social security purposeshis then-effective base salary, paid in equal installments according to the Company’s regular payroll schedule over the twenty-four twelve (2412) months following the Date of Termination (the “Post-Termination Severance Period”), and (ii) any earned and unpaid Annual Bonus for the year prior an amount equal to the year of termination to be paid in the same time and the same form “COBRA” premium for as long as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates)Executive and, (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in which if applicable, the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of dependents are eligible for COBRA from the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the The Executive’s entitlement to the severance payments and benefits in this Section 5(c) the foregoing sentence is conditioned on (yA) the Executive’s executing and delivering to the Company of a mutual release of claims against substantially in the Company, in a form attached hereto as Exhibit AA within forty-five (45) days following the Date of Termination, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”)effective, and (zB) the Executive’s compliance with the restrictive covenants set forth in Sections 6 6, 7 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), 8; provided, howeverthat if such forty-five (45) day period begins in one taxable year and ends in the following taxable year, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty payments described in (30i) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur preceding sentence shall commence in the calendar second taxable year following the calendar year in which such Date of Termination occurs, then (and any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been made in the first taxable year shall be paid to in a lump sum at the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance time payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by lawcommence pursuant hereto). Except as specifically provided in this Section 5(c5(b) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of TerminationTermination in the event of a termination pursuant to this Section 5(b).

Termination by the Company Without Cause. The Company may, at any time and without prior written notice, terminate the Executive without Cause. In the event that the Executive’s employment with the Company is terminated without Cause, the Executive shall receive the Accrued Benefits. In addition, the Executive shall be entitled to receive from the Company the following: (i) severance payments totaling Three Million Dollars ($3,000,000), The Company shall give Employee not less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus for the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days prior written notice of the Executivetermination of his employment without Cause and the Company shall have the option of amending, suspending or terminating Employee’s receipt duties and responsibilities prior to the expiration of the thirty-day notice period (for which purposes no Diminution of Responsibility shall be deemed to have occurred). (ii) If such termination shall occur, the Company shall (A) continue to pay Employee monthly compensation equal to one-twelfth of Employee’s then current Base Salary for a period of twelve (12) months following the date of such notice termination, and (without regard B) on the date on which performance bonuses are paid to timing requirements related all Company employees, pay Employee a lump sum equal to compliance the cash portion of such covenants). If Executive’s Date of Termination occurs the Performance bonus at a time during the calendar year where Target Level applicable to the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A pro rated to reflect the date of the Internal Revenue Code of 1986, as amended Employee’s termination (the “CodePro-Rated Performance Bonus”). (iii) and all regulationsIf such termination shall occur within eighteen (18) months immediately following a Change of Control, guidancethen in lieu of amounts due under paragraph (ii) above, and other interpretative authority issued thereunder the Company shall (collectively, “Section 409A”A) will be paid continue to pay Employee monthly compensation equal to one-twelfth of Employee’s then current Base Salary for a period of eighteen (18) months following the date of termination (B) on the first payroll date on which performance bonuses are paid to occur during all Company employees, pay Employee a lump sum equal to the calendar year following cash portion of the calendar Performance Bonus at the Target Level applicable to the year in which such Date of Termination termination occurs, or pro rated as if Employee had continued in the Company’s employ for a period of eighteen (18) months after such later time as required by termination, and (C) immediately accelerate the date the Release becomes effective, or Section 23 below; provided that the first payment shall include exercisability of all amounts that would have been paid unvested stock options granted to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed Employee to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease purchase Common Stock as of the Date date of Terminationsuch termination.

Termination by the Company Without Cause. The This Agreement may be ---------------------------------------- terminated by the Company without Cause upon ninety (90) days' written notice thereof given to Employee. Upon the delivery of notice of such termination, the Company may, at in its discretion, and notwithstanding any time other provision of this Agreement to the contrary, limit Employee's continuing responsibilities and without prior written access to confidential information, provided that the effective date of termination shall be a mutually-agreed date, but not earlier than the 90th day following the Company's delivery of such notice, terminate the Executive without Cause. In the event that the Executive’s employment with of termination by the Company is terminated without Cause, the Executive shall receive the Accrued Benefits. In addition, the Executive shall be entitled to receive from the Company the following: (i) severance payments totaling Three Million Dollars the Company shall, at the election of Employee, either ($3,000,000)A) continue to pay Employee her then effective salary hereunder for twelve (12) months, less standard withholdings for tax and social security purposesfollowing the effective date of termination of employment, including 50% of any bonus paid according to Employee with respect to the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus for the calendar year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to immediately preceding termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue for such period to vest or have provide other benefits as provided for hereunder on the selling restrictions lapse subject to satisfaction same basis as in effect before the effective date of their terms, for a period termination of twenty four (24) months following the Date of Termination (after which time such Performance-Based Sharesemployment, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with permitted by the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect benefit plans or arrangements pursuant to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; such benefits are provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right pay the cost of offset against all severance payments providing such benefits for amounts owed to such period (determined, in the Company by case of group health benefits, based on the Executive (unless the amounts owed are subject to a good faith disputeapplicable plan's "COBRA cost") to the fullest extent that such benefits cannot prohibited by law. Except as specifically be provided in this Section 5(c) to Employee under the terms of the benefit plans or in another section of this Agreementarrangements pursuant to which such benefits are otherwise provided, or except as required by law(B) pay Employee, all (1) within fifteen (15) days of termination, a lump sum payment equal to fifty percent (50%) of Employee's salary and the cost of providing benefits provided by (determined, in the Company case of group health benefits, based on the applicable plan's "COBRA cost") hereunder for twelve (12) months, including 50% of any bonus paid or payable to Employee with respect to the Executive under this Agreement or otherwise shall cease as calendar year immediately preceding termination, and (2) the remaining fifty percent (50%) of the Date amount specified in the immediately preceding subsection (1) in three (3) equal monthly installments, with such installment payments beginning the month after the month in which payment of Terminationthe lump sum occurs, and (ii) all outstanding stock options held by Employee shall become fully vested and exercisable.

Termination by the Company Without Cause. The Company may, at any time and without prior written notice, terminate the Executive without Cause. In the event that the Executive’s 's employment with the Company is may be terminated at any time by the Company without Cause. If the Company terminates Executive's employment without Cause (including upon notice of the Company pursuant to Section 3 of its desire not to renew this Agreement) prior to a Change of Control (as defined in Section 4.5) or the occurrence of the event described in Section 4.6(b), the Company shall have the following obligations to Executive (but excluding any other obligation to Executive pursuant to this Agreement): (i) The greater of (A) a continuation of his base salary in effect immediately prior to the Effective Date ($450,000) for a period commencing on the date of termination and ending two years from the date of termination and (B) a continuation of the Base Salary for six months for each six month period from the Effective Date through the date of termination (the period during which Executive is receiving severance under this Section is referred to herein as the "Applicable Period"); provided, however, that in no event shall receive such salary continuation exceed three years (payable in accordance with the Accrued Benefits. In addition, the third sentence of Section 2.1); (ii) Executive shall be entitled eligible to receive from continue to participate during the Company the following: (i) severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus for the year prior to the year of termination to be paid in Applicable Period on the same time terms and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus conditions that the Executive would have been eligible to receive applied had he remained employed by in the employ of the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year Applicable Period, in all health, medical, dental, life and disability plans provided to Executive at the time of such termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for are provided by the Company to its employees generally following the same extent date of termination ("Welfare Plans"), provided that the Company paid may require the Executive to elect COBRA and, in such case, the Company shall pay that portion of the COBRA premium that the Company pays for health insurance active employees with the same coverage for the period that Executive prior to termination, is eligible for COBRA; and (viii) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Any Existing Company Options shall remain outstanding, outstanding and continue to vest or have the selling restrictions lapse subject to satisfaction vest, and shall otherwise be treated for purposes of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms and conditions thereof) and (vi) vesting of and , as if Executive remained in the lapsing employ of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed Company through the Date second anniversary of Termination and for an additional thirty six (36) month period following the Date date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereoftermination; provided, however, that the Company’s repurchase rights with respect to continuation of such unvested Selling Restricted Shares salary and benefits and the continued vesting and exercisability of such options shall not be exercisable until cease on the third anniversary occurrence of any circumstance or event that would constitute Cause under Section 4.1 of this Agreement (including any material breach of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments covenants contained in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”Sections 1.3-1.7 above), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), providedprovided further, however, that Executive's eligibility to participate in the Welfare Plans shall cease at such time as Executive is offered comparable coverage with a subsequent employer. If Executive is precluded from participating in any Welfare Plan by its terms or applicable law, the Company shall provide Executive with benefits that are reasonably equivalent in the aggregate to those which Executive would have received under such plan had he been eligible to participate therein, provided that the Company's liability shall in no event exceed what the Company would have been required to incur if Executive participated in the Company's plan. In the event that Executive's employment is terminated by the Company without Cause on or after a Change of Control or the occurrence of the event described in Section 4.6(b), Executive shall be given notice of any alleged breach and an opportunity entitled to cure within thirty (30) days all of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenantsbenefits described in Sections 4.5 and 4.6(b). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Terminationrespectively.

Termination by the Company Without Cause. The by the Company mayby Reason of Non-Renewal of Agreement Term, at any time or by Executive for Good Reason. Subject to Section 5.3 below, in addition to the payments and without prior written noticeprovisions under Section 5.1, terminate the Executive without Cause. In in the event that the of termination of Executive’s employment by the Company by reason of non-renewal of the Agreement Term pursuant to Sections 1 and 4.1, by Executive for Good Reason pursuant to Section 4.3, or by the Company without Cause pursuant to Section 4.5, provided that Executive executes a release of claims in a form reasonably satisfactory to the Company and Executive (the “Release”), which Release must be presented to Executive on or before the date of termination and effective and irrevocable prior to the sixty (60th) day following the termination of the Executive's employment, the Company shall provide Executive with the Company is terminated without Causefollowing: (a) six (6) months of Executive’s base salary in effect at the time of termination of employment, the Executive shall receive the Accrued Benefits. In addition, the Executive shall be entitled to receive from the Company the following: (i) severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings for tax and social security purposes, paid payable according to the Company’s regular payroll schedule over commencing on the twenty-four (24) months first payroll date following the Date of Termination (date the “Post-Termination Period”), (ii) any earned Release is effective and unpaid Annual Bonus for the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below)irrevocable, provided, however, that if the sixty (60) day period in which the Release must be effective and irrevocable begins in one taxable year of the Executive and ends in a later taxable year, the payments will commence in the later taxable year; and (b) the Company will, for a period of six (6) months following Executive’s termination from employment, continue Executive’s participation in the Company’s group health plan and dental plan and shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days pay that portion of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees premiums that the Company paid on behalf of Executive and his dependents during Executive’s employment, provided, however, that if the Company’s health insurance plan and/or dental plan does not permit such continued participation in such plan after Executive’s termination of employment, then the Company shall have pay that portion of the premiums associated with COBRA continuation coverage that the Company paid on behalf of Executive and his dependents during Executive’s employment , including any administrative fee, on Executive’s behalf for such twelve-month period; and provided, further, that if Executive becomes employed with another employer during the period in which continued health insurance and/or dental insurance is being provided pursuant to this Section, the Company shall not be required to continue such health and dental benefits, or if applicable, to pay the costs of COBRA, if Executive becomes covered under a right health insurance plan of offset against all severance payments for amounts owed the new employer. (For purposes of this Section 5.2(b), the term “Executive” shall include, to the Company by extent applicable, Executive’s spouse and any of his dependents covered under the Executive (unless the amounts owed are subject Company’s group health plan and/or dental plan prior to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section his termination of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Terminationemployment).

Termination by the Company Without Cause. OR BY THE EMPLOYEE FOR GOOD REASON Termination of employment by the Employee for Good Reason or by the Company for any reason other than (i) death, (ii) Permanent Disability, (iii) Cause, or (iv) upon expiration of the term of this Agreement as provided in Section 2, shall have the following effect: (a) Any restricted stock awards, stock options or stock appreciation rights to purchase or relating to Common Stock of the Company held by the Employee on the Company's Notice Date or Employee's Notice Date, whichever first occurs, which are not then currently vested or exercisable shall on such date automatically become vested or exercisable and shall remain exercisable for 90 days thereafter (subject to any fixed term of such award, option or right set forth in the document evidencing such award, option or right); (b) The Company mayshall continue to pay the Employee his base salary being paid at the time of notification, plus 20% of his base salary in lieu of employee benefits for the balance of the term of this Agreement [(not to exceed 18 months)]; (c) The Company shall pay the Employee his incentive compensation, which shall be calculated as [60% or 90%] of the Employee's base salary for the balance of the term of this Agreement (such term calculated as though such termination has not occurred and assuming no additional automatic extensions) [(not to exceed 18 months)]; (d) The Company shall pay the Employee's expenses incurred in finding new employment and costs of moving the Employee and his family and possessions to a new location or, in lieu of such moving expenses, a cash payment of $75,000, with the choice to be the Employee's; (e) The Company shall pay the Employee's normal business expenses incurred through the Company's Termination Date or the Employee's Termination Date, whichever first occurs (except with respect to seminars or travel as provided below), including automobile, dues of the club referred to in Section 3(c), plus any conventions, seminars or travel either incurred prior to the applicable termination date or scheduled at the time of notification of termination; 5 (f) The Company shall pay the Employee any benefits under the Company's Deferred Compensation Plan (the "DCP") and Supplemental Executive Retirement Plan (the "SERP"), which are fully vested at the Company's Termination Date or the Employee's Termination Date, whichever first occurs, in accordance with applicable payment schedules and any applicable elections; provided, however that the Employee shall receive additional benefits under the SERP such that the Employee will be permitted to add to the formula for purposes of eligibility for benefits, vesting and calculation of benefits, [10 or 15] points which, at any time the election of the Employee, may be applied either to an age assumption or continuous length of service assumption (e.g., if an officer is 50 and without prior written noticehas 20 years of service, terminate he could allocate the Executive without Cause. In points so that for purposes of eligibility, vesting and calculation of benefits, he is age 55 and has [25 or 30] years of service); (g) The Company will provide the event Employee with suitable office space (equivalent to that occupied by the Executive’s employment with the Company is terminated without Cause, the Executive shall receive the Accrued Benefits. In addition, the Executive shall be entitled to receive Employee on such notice date) and private secretarial services away from the Company Company's offices in an office complex of the followingEmployee's choice in Las Vegas, Nevada [or the division headquarters city where the Employee was last assigned] for a period ending on the later of: (i) severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over expiration of the twenty-four (24) months following the Date term of Termination (the “Post-Termination Period”), this Agreement; or (ii) any earned and unpaid Annual Bonus for the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end first anniversary of the Company’s fiscal year to which such bonus relates)'s Termination Date or the Employee's Termination Date, (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination whichever first occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Termination.

Termination by the Company Without Cause. The Company may, at any time and without prior written notice, terminate the Executive without Cause. In the event that the Executive’s employment with the Company is terminated without Cause, the Executive shall receive the Accrued Benefits. In addition, the Executive shall be entitled to receive from the Company the following: (i) severance payments totaling Three Twenty Million Dollars ($3,000,00020,000,000.00), less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus for the year prior to the year of termination to be paid in at the same time and in the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in at the same time and in the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, and (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options (whether or not vested) shall be subject to forfeiture and/or repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination). Notwithstanding the foregoing, the Executive’s entitlement to the severance payments and benefits in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a8 (a), (b), (d), (e) and (eg) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and and, if curable, an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to such cure period shall be applicable regardless of the timing requirements related to compliance of with such covenantscovenants in the Proprietary Information Agreements). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company RHH Group by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. law and permitted by Section 409A. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company and its affiliates to the Executive under this Agreement or otherwise shall cease as of the Date of Termination.

Termination by the Company Without Cause. The Company may, may at any time and by action of a majority of the entire membership of its Board of Directors terminate Employee's employment without prior written Cause (as defined below) by giving Employee notice of the effective date of termination (which effective date may be the date of such notice) (the "Date of Termination"). A voluntary termination by Employee within sixty (60) days after the Company has reduced his status, terminate materially reduced his responsibilities or reduced his salary in a manner not applied to all executive officers of the Executive Company will be deemed to be termination by the Company without Cause. In the event that the Executive’s employment with of such termination, the Company is terminated without Cause, shall have the Executive shall receive the Accrued Benefits. In addition, the Executive shall be entitled obligation to receive from the Company pay Employee the following: : (i1) severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus for the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following Through the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstandingpay Employee his full base salary at his then current annual rate of pay, and continue the benefits in effect at the time notice of termination is given. (2) In lieu of any further salary payments to vest or have the selling restrictions lapse subject Employee for periods subsequent to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement Company shall pay as severance to Employee a lump sum payment (the severance payments "Severance Payment") equal to 1.0 times the annual compensation (as described in this Section 5(cthe next succeeding sentence) is conditioned on (y) the Executive’s executing and delivering which was payable to Employee by the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance or any corporation affiliated with the restrictive covenants set forth Company ("Affiliate") as that term is defined in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A 1504 of the Internal Revenue Code of 1986, as amended (the “"Code”")) for the twelve (12) calendar months preceding the Date of Termination. Compensation payable to Employee by the Company (or an Affiliate) shall mean his base salary and all regulationsbonus includible in his gross income in respect to his employment by the Company (or an Affiliate). (3) The Severance Payment shall be in lieu of any other severance payment offered by the Company and applicable to Employee. (4) In the event of a Change in Control, guidancethe payments provided for in subsection (2), above, shall be made not later than the fifth day following the Date of Termination; provided, however, that if the amount of such payments, and the limitation on such payments set forth in subsection (3), above, cannot be finally determined on or before such day, the Company shall pay Employee on such day an estimate, as determined in good faith by the Company, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the applicable federal rate as defined in Section 1274 of the Code or such other interpretative authority issued thereunder (collectivelyminimum rate which will not cause imputation of income for its purpose, “Section 409A”hereafter referred to as the "Applicable Rate") will as soon as the amount thereof can be paid determined but in no event later than the thirtieth day after the Date of Termination. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to Employee, payable on the first payroll date to occur during fifth day after demand by the calendar year following Company (together with interest at the calendar year in which such Applicable Rate). (5) If Employee's employment shall be terminated by the Company other than for Cause, then for a twenty-four (24) month period after the Date of Termination occursthe Company shall, or at Employee's request made within sixty (60) days after the Date of Termination, arrange to provide Employee with health and life benefits substantially similar to those which Employee was receiving immediately prior to the Notice of Termination unless and until Employee receives such later time as required benefits from a subsequent employer. The cost of the benefits provided for in the preceding sentence shall be borne by the date the Release becomes effective, or Section 23 below; provided that Company for the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on twelve (12) months after the Date of Termination. The Executive agrees that determination of whether any of such benefits would result in a reduction of the Company Severance Payment and, if so, by how much shall have a right of offset against all severance payments for amounts owed be made, at the Company's expense, by Tax Counsel and transmitted to the Company by the Executive Employee within ten (unless the amounts owed are subject to a good faith dispute10) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of days after the Date of Termination. (6) If Employee's employment shall be terminated by the Company other than for Cause, all options granted in Section 4(e) hereof shall accelerate to be immediately exercisable.

Termination by the Company Without Cause. The Company may, by delivering thirty (30) days' prior written notice to Employee, terminate Employee's employment at any time and for any reason without prior written noticecause by (a) paying to Employee, terminate no later than the Executive without Cause. In the event that the Executive’s employment with the Company is terminated without Causedate of termination, the Executive shall receive the Accrued Benefits. In addition, the Executive shall be entitled to receive from the Company the following: (a lump sum equal to i) severance payments totaling Three Million Dollars ($3,000,000)Employee's base salary accrued and unpaid through the date of termination, ii) all accrued vacation pay, less standard withholdings and any bonus which would have been paid but for tax and social security purposesthe termination, paid according to prorated through the date of termination, based upon the Company’s regular payroll schedule over the 's performance and in accordance with the iii) an amount equal to twenty-four (24) months following of Employee's base salary (at the Date higher of Termination (x) the “Post-Termination Period”), rate in effect on the date of notice of termination and (iiy) any earned and unpaid Annual Bonus for the year rate in effect six months prior to the year date of termination notice of termination): (b) providing, at the Company's expense, coverage to be paid Employee under the Company's life insurance and disability insurance policies and to Employee and his dependents under the Company's health plan, or in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end any of the Company’s fiscal year 's health plan, life insurance, or disability insurance are not continued or Employee is not eligible for coverage thereunder due to which such bonus relates)his termination of employment, (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company shall pay for the remainder premiums for equivalent coverage, in any event, for a period of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such protwenty-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following after the Date date of Terminationtermination; and (c) providing to Employee reasonable outplacement services. In addition, which benefits shall be paid for by the Company notwithstanding anything to the same extent that the Company paid for health insurance for the Executive prior contrary contained herein or in any agreement with respect hereto, upon termination of Employee's employment pursuant to terminationthis Section 5, (v) the Executive’s Performance-Based Sharesall equity options, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance restricted equity grants and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares similar rights held by Employee with respect to which the selling restrictions would have lapsed through the Date securities of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, shall automatically become fully vested and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), shall become immediately exercisable and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company Employee shall have a right of offset against all severance payments for amounts owed twelve (12) months to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Terminationexercise any unexercised options.

Termination by the Company Without Cause. The Except as provided in Section 6(d) or 6(h), if for any reason the Company may, at any time and without prior written notice, wishes to terminate the Executive without Cause. In the event that Employment Period and the Executive’s employment with hereunder (including by not extending the term of this Agreement pursuant to Section 1(c)), (i) the Company is terminated without Causeshall give notice (the “Termination Notice”) to the Executive stating such intention, (ii) the Employment Period shall terminate on the date set forth in the Termination Notice (the “Termination Date”), and (iii) a severance period shall commence upon such Termination Date for a period of 18 months (such period, the “Severance Period”). During the Severance Period, the Executive shall (1) continue to receive the Accrued BenefitsBase Salary under Section 3(a)(i) and to be reimbursed for any reasonable expenses incurred by the Executive in the performance of any of his continuing obligations hereunder, (2) be entitled to an annual cash bonus pursuant to Section 3(b) (which annual cash bonus shall be the bonus paid the Executive for the performance period immediately prior to the year in which the Termination Notice is given and paid on the last day of each calendar year during the Severance Period) and (3) the Executive and his eligible dependents shall continue to receive the welfare benefits under Section 3(d) (including any benefits under the Company’s long-term disability and life insurance plans) of this Agreement as if the Employment Period continued throughout the Severance Period; provided that if such plans or programs do not permit the Executive and/or his eligible dependents continued participation, the Company shall pay the Executive, quarterly, an amount which after-tax will keep him in the same economic position as if he and/or his eligible dependents had continued in such plans and/or programs. In addition, the Executive shall be entitled to receive from (x) accelerated vesting upon the Company the following: (i) severance payments totaling Three Million Dollars ($3,000,000)Termination Date of all outstanding equity awards, less standard withholdings for tax and social security purposes, paid according with all outstanding stock options or stock appreciation rights granted to the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus Executive remaining exercisable for the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later less than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for two years or the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fractionoriginal term, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates)if shorter, (ivy) subject payment of any earned but unpaid amounts, including bonuses for performance periods that ended prior to the Executive’s timely election under COBRATermination Date and any unreimbursed business expenses, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase payment made in accordance with Company practices in effect on the terms thereof) and (vi) vesting date of and the lapsing his termination of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance any other rights, benefits or entitlements in accordance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of the Date of Terminationits subsidiaries or affiliates.

Termination by the Company Without Cause. The If this Agreement is terminated by the Company maywithout Cause pursuant to this Section 5.4, at any time and without prior written noticeeffective the Date of Termination, terminate the Company shall pay to the Executive without Causein equal monthly installments, commencing within thirty days after the Date of Termination, a cash payment equal to twelve (12) months pay at the rate of the Executive's Base Salary then in effect, and shall continue to provide the Executive with the benefits to which he was entitled pursuant to Sections 3.4.1, 3.4.3 and 3.4.4 (the "Benefits") immediately preceding such termination for a period of twelve months after the Date of Termination. In the event that the Company is unable to provide the Executive with any Benefits required hereunder by reason of the termination of the Executive’s 's employment with pursuant to this Section 5.4, then the Company is terminated without Causeshall pay the Executive cash equal to the value of the Benefit that otherwise would have accrued for the Executive's benefit under the plans, for the period during which such Benefits could not be provided under the plans, said cash payments to be made within 45 days after the end of the year for which such contributions would have been made or would have accrued. The Company's good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on the Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to the Executive. Upon the termination of this Agreement pursuant to this Section 5.4, the Company shall pay to the Executive, within fifteen days after the Date of Termination, a bonus in a minimum amount determined by multiplying (i) the sum of all bonuses paid to the Executive for the fiscal year immediately preceding the year in which the termination of employment occurs, by (ii) a fraction with a numerator equal to the number of weeks that the Executive was employed by the Company during the fiscal year in which the termination of employment occurs, and a denominator of fifty-two (52). Thereafter, except as provided in this Section 5.4, the Company's obligation to pay compensation pursuant to this Agreement shall receive the Accrued Benefitsexpire. In additionthe event that as of the Date of Termination the Company has not contributed at least One Million Two Hundred and Fifty Thousand Dollars ($1,250,000) to the Plan, the Company shall pay to the Executive, the difference between One Million Two Hundred and Fifty Thousand Dollars ($1,250,000) and the aggregate amount then contributed to the Plan, by making twelve (12) equal monthly payments until that entire differential amount has been paid, the first such payment to be made within fifteen days after the Date of Termination. Except as otherwise provided in this Section 5.4, the entitlement of the Executive to benefits under the Benefit Plans or any other benefit plan described in Section 3.4, shall be determined in accordance with applicable law and the provisions of such plan; provided however, that if the Company's termination of this Agreement pursuant to this Section 5.4 is a Qualifying Termination, the Executive shall be entitled to receive from the Company the following: (i) severance payments totaling Three Million Dollars ($3,000,000)benefits provided in Section 5.10 in lieu of, less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus for the year prior to the year of termination to be paid not in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fractionaddition to, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments set forth in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Termination5.4.

Termination by the Company Without Cause. (a) The Company may, Employment Period may be terminated at any time and without prior written notice, terminate by the Executive Company without Cause. In the event that the Executive’s employment with If the Company is terminated terminates the Employment Period without Cause, the Company shall have the following obligations to Executive shall receive the Accrued Benefits. In addition, the (but excluding any other obligation to Executive shall be entitled pursuant to receive from the Company the following: this Agreement): (i) severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings a continuation of the Base Salary for tax and social security purposes, paid according to the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination a period (the “Post-Termination Severance Period”), (ii) any earned and unpaid Annual Bonus for commencing on the year prior to the year date of termination to be paid in and ending 18 months from the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end date of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase payable in accordance with the terms thereof) and (vi) vesting third sentence of and Section 2.1, provided that the lapsing Base Salary for the first six months of the selling restrictions applicable Severance Period shall be paid to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to Executive in a lump sum at the number end of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) such six-month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary requirements of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will (except to the extent any future guidance issued by the Internal Revenue Service under Section 409A does not subject such Base Salary payments to Section 409A). (ii) Executive shall be paid eligible to continue to participate for a period commencing on the first payroll date to occur during of termination and ending on the calendar year following the calendar year in which such Date third anniversary of Termination occurs, or such later time as required by the date of termination (the Release becomes effective“Extended Benefit Period”), or Section 23 below; provided that on the first payment shall include all amounts same terms and conditions that would have been paid to applied had he remained in the Executive if payment had commenced on the Date employ of Termination. The Executive agrees that the Company shall have a right during the Extended Benefit Period, in all medical, vision, dental, life and disability plans provided to Executive pursuant to Section 2.2 at the time of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed such termination and which are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to its employees following the date of termination (“Welfare Plans”), provided that Executive shall (except to the extent any future guidance issued by the Internal Revenue Service under Section 409A does not subject the payment of such premiums by the Company to Section 409A) pay the amount of the employer portion of the applicable premiums for the first six months of the Extended Benefit Period in accordance with the requirements of Section 409A, which amount will be reimbursed to him in a lump sum at the end of such six-month period. With respect to any continuation of Executive’s insurance coverage under this Section 5.3(a)(ii), the Company may require Executive to elect “COBRA”, and, in such case, the Company will, subject to the proviso to the sentence above, pay that portion of the COBRA premium that the Company pays for active employees with the same coverage for the period that Executive is eligible for COBRA. (iii) Amounts equal to the sum of the following: (A) if the termination of Executive’s employment occurs after the completion of the Company’s fiscal year, but prior to the payment of the bonus for that year contemplated by Section 2.6, Executive shall be entitled to receive the bonus otherwise payable in accordance with such Section (if any) at such time as bonuses are paid generally to executive officers for such year; (B) payment by the Company (or Parent, if applicable) to Executive of a bonus for the fiscal year in which the termination of employment occurs payable at such time as bonuses are paid generally to executive officers for such year, the amount of which to be the bonus paid by the Company (or Parent, if applicable) to the Executive for the prior fiscal year (if any, the “Prior Bonus Payment”) and (C) payment by the Company (or Parent, if applicable) to Executive of a bonus for the six months following the fiscal year in which the termination of employment occurs payable at such time as bonuses are paid generally to executive officers for such year, the amount of which to be 50% of the Prior Bonus Payment (if any); (iv) the vested options to purchase Parent common stock that Executive currently holds other than the option granted March 17, 2004 (the “Affected Parent Options”) shall remain exercisable until such stock option would expire under the terms of the Parent Stock Option Agreement pursuant to which such stock option was granted, and otherwise be treated for purposes of the terms and conditions thereof as if Executive was employed by the Parent until the latest possible date. In the event there is a transaction (e.g., a spinoff of the Company) that results in the Company no longer being a Subsidiary (as defined in the Parent Stock Option Plans) of the Parent, this Agreement or otherwise provision shall apply to the Affected Parent Options, and (v) in the event of the termination of Executive’s employment by the Company without Cause prior to the fourth anniversary of the Effective Date, 25% of the New Stock Option shall continue to vest and remain outstanding as if Executive remained in the employ of the Company through the vesting date following the date of termination; ; provided further, that the continuation of the payments, benefits and option exercisability described in clause (i)-(v) above shall cease as on the occurrence of any material breach of the Date covenants contained in Section 6 below; provided further, however, that Executive’s eligibility to participate in the Welfare Plans shall cease at such time as Executive is offered comparable coverage with a subsequent employer. If Executive is precluded from participating in any Welfare Plan by its terms or applicable law, the Company shall provide Executive with benefits that are reasonably equivalent in the aggregate to those which Executive would have received under such plan had he been eligible to participate therein. Anything to the contrary herein notwithstanding in Section 5.2 or this Section 5.3, the Company shall have no obligation to continue to maintain any Welfare Plan solely as a result of Terminationthe provisions of this Agreement. (b) Notwithstanding anything to the contrary in this Agreement, notice by the Company to Executive that the Company wishes to terminate the Employment Period prior to or during any automatic renewal thereof pursuant to Section 3 hereof shall be deemed to be a termination by the Company without Cause pursuant to this Section 5.3. For the avoidance of doubt, any termination or expiration of the Employment Period other than pursuant to Section 5.1, 5.2, 5.5 or 5.8 hereof shall be deemed to be a termination pursuant to this Section 5.3.

Termination by the Company Without Cause. The Company may, at any time and without prior written notice, terminate the Executive without Cause. In the event that the Executive’s employment with is terminated prior to the expiration of the Term by the Company is terminated without CauseCause pursuant to Section 4(d), the Executive shall receive the Accrued Benefits. In addition, the Executive shall be entitled only to receive from the Company the following: : (i) severance payments totaling Three Million Dollars ($3,000,000those items identified in Section 5(a), less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination (the “Post-Termination Period”), . (ii) any earned and unpaid Annual Bonus for the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end continued payment of the Company’s fiscal year Base Salary (as determined pursuant to which such bonus relatesSection 3(a), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in which the Executive’s termination occurs Term (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount sums to be paid at the times and in the same time and the same form as the Annual Bonus otherwise amounts such Base Salary would be have been paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the had Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereofbeen terminated); provided, however, that the Company’s repurchase rights if necessary to comply with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary Section 409A(a)(2)(B)(i) of the Date of Termination. Notwithstanding the foregoingCode, and applicable administrative guidance and regulations, the Executive’s entitlement payment of such sums shall be made as follows: (A) no payments shall be made for a six-month period following the date of termination, (B) an amount equal to six months of Base Salary (or, if applicable, such lesser amount as would have accrued between the severance payments in this Section 5(cdate of termination and the end of the Term) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, shall be paid in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days lump sum six months following the Date date of Termination (the “Release Deadline”)termination, and (zC) during the Executive’s compliance with period beginning six months following the restrictive covenants set forth in Sections 6 and 8(a)date of termination through the remainder, (b)if any, (d) and (e) and of the Proprietary Information Agreements (as defined below)Term, provided, however, that payment of the Executive Base Salary shall be given notice of any alleged breach made at the times and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which amounts such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that Base Salary would have been paid had Executive’s employment not been terminated (iii) Payment of the Retention Bonus, provided that the Retention Bonus shall be equal to (A) $45,750, less (B) (1) 50,000 multiplied by (2) the Executive if payment had commenced on the Date of TerminationEarly Termination Share Price Differential. The Executive agrees that “Early Termination Share Price Differential” means the amount, if any, by which the closing price of the Company’s common stock on July 1, 2005, exceeds the average common stock price of the Company shall have a right for the period between thirty days preceding the date of offset against all severance payments for amounts owed termination and the date of termination. Payment of the Retention Bonus pursuant to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or 5(c)(iii), if any, shall be made thirty days following the date of termination. All stock prices shall be as reported in another section of this Agreementthe Wall Street Journal, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease calculated as of the Date of Terminationmarket close on the applicable dates.

Termination by the Company Without Cause. The Company may, may terminate Employee’s employment at any time and without prior written notice, terminate the Executive without Cause, effective upon Employee’s receipt of written notice of such termination. In the event that the ExecutiveEmployee’s employment with is terminated by the Company is terminated without CauseCause (other than due to death or Disability), the Executive shall receive the Accrued Benefits. In addition, the Executive Employee shall be entitled to receive from the Company the following: to: (i) severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination (the “Post-Termination Period”), The Accrued Obligations; (ii) any earned and unpaid A pro rata Annual Bonus (determined based on actual performance for the year prior of Employee’s termination in accordance with Section 4(b) hereof) based on the number of days elapsed from the commencement of such fiscal year through and including the date of such termination, such amount to be paid at the same time as annual bonuses for the year of termination are generally payable to be paid in other senior executives of the same time and the same form as the Annual Bonus otherwise would be paid (Company, but in no event later than 75 days after the date which is two and one-half (2 1/2) months following the end of the Company’s fiscal year to which such bonus Annual Bonus relates), ; (iii) a proA lump-rata amount sum payment, within the later of five (5) days after such termination or the expiration of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company seven (7) day revocation period for the remainder of the year general release described in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365Section 7(h), such pro-rata amount equal to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), Severance Amount; (iv) subject Continuation of the health benefits provided to the Executive’s timely election Employee and his covered dependants under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company health plans as in effect from time to time after the date of such termination at the same extent that cost applicable to active employees until the Company paid earlier of: (A) the expiration of the Severance Term, or (B) the date Employee commences employment with any person or entity and, thus, is eligible for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereofbenefits; provided, however, that as a condition of continuation of such benefits, the Company’s repurchase rights with respect Company may require employee to elect to continue his health insurance pursuant to COBRA; and (v) Vesting, immediately prior to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Companytermination, in a form attached hereto as Exhibit A, any RSUs and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in Options which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Terminationpreviously vested.

Termination by the Company Without Cause. The Company may, may terminate Executive’s employment at any time and without prior written notice, terminate the Executive without Cause, effective upon Executive’s receipt of written notice of such termination. In the event that the Executive’s employment with is terminated by the Company is terminated without CauseCause (other than due to death or Disability), the Executive shall receive the Accrued Benefits. In addition, the Executive shall be entitled to receive from the Company the following: to: (i) severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination (the “Post-Termination Period”), The Accrued Obligations; (ii) any earned and Any unpaid Annual Bonus for the in respect of any completed fiscal year that has ended prior to the year date of termination such termination, such amount to be paid in at the same time and the same form as the Annual Bonus it would have otherwise would be been paid (to Executive had no such termination occurred, but in no event later than 75 days after two and one-half (2½) months following the end of the Company’s fiscal year to which such bonus Annual Bonus relates), ; (iii) a proThe Applicable Severance Benefits, payable (x) as to seventy-rata amount of five percent (75%) thereof in substantially equal installments over the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fractionSeverance Term, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) Company’s regular payroll practices, and (viy) vesting of and the lapsing of the selling restrictions applicable as to twenty-five percent (25%) thereof, subject to Executive’s Selling compliance during the Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance Period with the terms thereofand conditions of this Agreement, in a lump sum upon the expiration of such period; provided, however, that notwithstanding the payment schedule set forth above in this subsection (iii), that portion of the Applicable Severance Benefits remaining unpaid as of December 31, 2017, following such termination shall be paid to Executive, subject to Section 8(m) below, in a lump sum on December 31, 2017; provided further, however, that Executive shall not be entitled to any amounts pursuant to this Section 8(d)(iii) to the extent Executive received any benefits pursuant to Section 8(l) below prior to such termination; (A) An amount equal to seventy-five percent (75%) of Executive’s Annual Bonus (determined using the greater of (1) the target Annual Bonus for the fiscal year in which such termination occurs and (2) the actual Annual Bonus for the fiscal year in which such termination occurs) (or if such termination occurs within one year following a Change in Control, an amount equal to the sum of (x) seventy-five percent (75%) of Executive’s then-current Base Salary plus (y) 150% of Executive’s Annual Bonus (determined in the same manner as set forth above)), such amount to be paid in substantially equal installments over the Severance Term in accordance with the Company’s repurchase rights regular payroll practices; and (B) upon the expiration of the Restricted Period, and subject to Executive’s compliance during such period with the terms and conditions of this Agreement, a lump sum amount equal to twenty-five percent (25%) of Executive’s Annual Bonus (determined using the greater of (1) the target Annual Bonus for the fiscal year in which such termination occurs and (2) the actual Annual Bonus for the fiscal year in which such termination occurs) (or if such termination occurs within one year following a Change in Control, an amount equal to the sum of (x) twenty-five percent (25%) of Executive’s then-current Base Salary plus (y) 50% of Executive’s Annual Bonus (determined in the same manner as set forth above)); (v) A pro rata Annual Bonus (determined using the target Annual Bonus for the fiscal year in which such termination occurs) based on the number of days elapsed from the commencement of such fiscal year through and including the date of such termination, such amount to be paid on the first administratively feasible payroll date following such termination; (vi) To the extent permitted by applicable law and the terms and conditions of the applicable plan and without penalty to the Company, (A) continuation of the health benefits provided to Executive and Executive’s covered dependents under the Company health plans as of the date of such termination at the same cost applicable to active employees until the earlier of: (1) the expiration of the Severance Term, and (2) the date Executive commences employment with any Person, in each case, subject to Executive’s compliance during the Severance Term with the terms and conditions of this Agreement; and (B) following the expiration of the continuation period in (A) above, to the extent permitted by the Company’s health care insurance provider and to the extent such coverage would not result in a material increase in the premium cost to the Company or its Affiliates, Executive shall be entitled to continue participating in the Company’s (or, in the discretion of the Company, an Affiliate’s) health plans (as in effect from time to time) in respect of Executive and Executive’s covered dependents, at Executive’s sole expense and availability of coverage in accordance with the policies of the insurance provider, until the earliest to occur of (x) the date Executive (or a covered dependent, as applicable) attains age sixty-five (65); provided, that, in the event that a covered dependent turns sixty-five (65), Executive’s ability to maintain coverage under the Company’s or Affiliate’s health plans shall only terminate with respect to Executive’s covered dependent, (y) the date on which Executive (or a covered dependent, as applicable) becomes eligible to receive coverage under any other health plan provided by a new employer; provided, that, in the event that a covered dependent receives coverage under any other such health plan, Executive’s ability to maintain coverage under the Company’s or Affiliate’s health plans shall only terminate with respect to such unvested Selling Restricted Shares covered dependent, and (z) the date on which Executive breaches any of the terms of this Agreement; provided, that, in the event that Executive is eligible for COBRA continuation coverage under the Company’s health plans as of the date of such termination, provision of the benefit described in this subsection (vi) shall be subject to Executive’s timely election of, and remaining eligible for, such coverage. Notwithstanding the foregoing, in the event the Company determines, in its sole discretion, that it cannot provide such continued health benefits under applicable law or the terms and conditions of the applicable plan without incurring financial costs or penalties or that the Company is otherwise unable to provide such continued health benefits on commercially reasonable terms and premiums therefor, then the Company shall, in lieu of the benefit described in this subsection (vi), provide to Executive a lump sum cash payment in the amount equal to the sum of the premiums that the Company would have paid in respect of such continued health benefits for the remainder of the Severance Term (based on the premium rates as of the date of such termination), payable on the first administratively feasible payroll date following such determination; and (vii) (A) Vesting, as of the date of such termination, of all Awards, other than Awards that as of their date of grant were subject to both service- and performance-based vesting requirements, which shall remain outstanding through the last day of the applicable performance periods, without regard for the termination of Executive’s employment, and shall vest (or fail to vest and be exercisable forfeited) based on the level of actual attainment of performance goals at such time or times as would have been the case had the service vesting provisions continued to apply and Executive remained employed through all applicable service vesting periods; provided, however, the eligibility for continued vesting based on performance shall immediately cease, and all Awards shall be forfeited, in the event that Executive violates any provision of the restrictive covenants set forth herein, and (B) any Awards that are stock options shall remain outstanding until the third earliest of (x) exercise, (y) the expiration of the original term, and (z) the six-month anniversary of the Date date of TerminationExecutive’s termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments and benefits described in this Section 5(csubsections (ii) is conditioned on through (yvii) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit Aabove shall immediately cease, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right no further obligations to Executive with respect thereto, in the event that Executive breaches any provision of offset against all severance payments for amounts owed to Section 9 hereof. Following termination of Executive’s employment by the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except without Cause, except as specifically provided set forth in this Section 5(c) 8(d), Executive shall have no further rights to any compensation or in another section of any other benefits under this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Termination.

Termination by the Company Without Cause. The Except as provided in Section 6(d), if for any reason the Company may, at any time and without prior written notice, wishes to terminate the Executive without Cause. In the event that Employment Period and the Executive’s employment with hereunder (including by not extending the term of this Agreement pursuant to Section 1(c)), (i) the Company is terminated without Causeshall give notice (the “Termination Notice”) to the Executive stating such intention, (ii) the Employment Period shall terminate on the date set forth in the Termination Notice (the “Termination Date”), and (iii) a severance period shall commence upon such Termination Date for a period of thirty-six (36) months (such period, the “Severance Period”). During the Severance Period, the Executive shall continue to receive the Accrued BenefitsBase Salary under Section 3(a), shall be entitled to an annual cash bonus pursuant to Section 3(b) (which annual cash bonus shall be the bonus paid the Executive for the performance period immediately prior to the year in which the Termination Notice is given but not greater than the Executive’s current target bonus opportunity) and the Executive and his eligible dependents shall continue to receive the welfare benefits under Section 3(d) (including any benefits under the Company’s long-term disability and life insurance plans) of this Agreement as if the Employment Period continued throughout the Severance Period; provided that if such plans or programs do not permit the Executive and/or his eligible dependents continued participation, the Company shall pay the Executive, quarterly, an amount which after tax will keep him in the same economic position as if he and/or his eligible dependents had continued in such plans and/or programs. In addition, the Executive shall be entitled to receive from (x) accelerated vesting upon the Company the following: (i) severance payments totaling Three Million Dollars ($3,000,000)Termination Date of all outstanding equity awards, less standard withholdings for tax and social security purposes, paid according with all outstanding stock options or stock appreciation rights granted to the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus for the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days Executive on or after the end date of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company this Agreement remaining exercisable for no less than two years or the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fractionoriginal term, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates)if shorter, (ivy) subject payment of any earned but unpaid amounts, including bonuses for performance periods that ended prior to the Executive’s timely election under COBRATermination Date and any unreimbursed business expenses, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase payment made in accordance with Company practices in effect on the terms thereof) and (vi) vesting date of and the lapsing his termination of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance any other rights, benefits or entitlements in accordance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of the Date of Terminationits subsidiaries or affiliates.

Termination by the Company Without Cause. The Company may, may terminate Executive’s employment at any time and without prior written notice, terminate the Executive without Cause, effective upon Executive’s receipt of written notice of such termination. In the event that the Executive’s employment with is terminated by the Company is terminated without CauseCause (other than due to death or Disability), the Executive shall receive the Accrued Benefits. In addition, the Executive shall be entitled to receive from the Company the following: to: (i) severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination (the “Post-Termination Period”), The Accrued Obligations; (ii) any earned and Any unpaid Annual Bonus for the in respect of any completed fiscal year that has ended prior to the year date of termination to such termination, which amount shall be paid in at such time annual bonuses are paid to other senior executives of the same time and the same form as the Annual Bonus otherwise would be paid (Company, but in no event later than 75 days after the end date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; (iii) Continued payment of the Base Salary during the Severance Term, payable in accordance with the Company’s fiscal year regular payroll practices; (iv) An amount equal to which one and a half (1.5) times (or, if such bonus relatestermination occurs on or within two years following the consummation of a Change in Control, two (2) times) Executive’s then-Target Annual Bonus, payable in substantially equal installments on each regularly scheduled payroll date of the Company during the Severance Term; (v) Except as set forth in ‎Section 8(d)(vi), continued vesting in the Inducement RSUs during the Severance Term without regard to any continued employment requirement (iiiit being understood and agreed that all other unvested equity awards will be forfeited upon such termination); (vi) If such termination occurs on or within two years following the consummation of a proChange in Control, all of then-rata amount outstanding and unvested equity awards granted to Executive pursuant to the Equity Plan (or any successor thereto) (including, the Inducement RSUs) will vest as of the Annual Bonus date of such termination (with any awards that vest based on the achievement of specified performance objectives vesting based on actual performance through the date of termination, as determined by the Compensation Committee, or, if not determinable, at target performance); and (vii) To the extent permitted by applicable law without any penalty to Executive would have been eligible or any member of the Company Group and subject to receive had he remained employed Executive’s timely election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month of the Severance Term, the Company will pay directly to or on behalf of Executive an amount equal to the “applicable percentage” of the monthly COBRA premium cost. For purposes hereof, the “applicable percentage” shall be the percentage of the health care premium costs covered by the Company for the remainder active executive officers determined as of the year in which the date of Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Terminationemployment. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments and benefits described in this Section 5(c) is conditioned on clauses (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(aii), (biii), (div), (v), (vi) and (evii) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive above shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidanceimmediately terminate, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right no further obligations to Executive with respect thereto, in the event that Executive breaches any provision of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by lawRestrictive Covenant Agreement. Except as specifically provided in this Section 5(c) or in another section Following such termination of this Agreement, or except as required by law, all benefits provided Executive’s employment by the Company without Cause, except as set forth in this ‎Section 8(d), Executive shall have no further rights to the Executive any compensation or any other benefits under this Agreement or otherwise Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall cease as be receipt of the Date of TerminationSeverance Benefits.

Termination by the Company Without Cause. The If (i) the -------------------------------------------- Employee is terminated by the Company mayfor any reason other than for Cause, at any time Disability or death, (ii) if the Employee is terminated by the Company for what the Company believes is Cause or Disability, and without prior written notice, terminate the Executive without Cause. In the event it is ultimately determined that the Executive’s employment with the Company is Employee was terminated without CauseCause or Disability, the Executive shall receive the Accrued Benefits. In addition, the Executive Employee shall be entitled to receive from the Company the following: (i) severance payments totaling Three Million Dollars ($3,000,000)receive, less standard withholdings for tax and social security purposesas severance, paid according to the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus for the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, his/her Base Salary for a period of twenty four (24) months one year following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereofDate; provided, however, that if such termination occurs at any time within one year after the occurrence of, or in contemplation of, a Change of Control then Employee shall be entitled to receive his/her Base Salary for a period of one year following the Termination Date. Such payment of Base Salary shall be made in accordance with the normal payroll practices of the Company’s repurchase rights , net of applicable taxes, tax withholdings and employee portions of medical and dental insurance premiums, if any. During this period, the Company shall also continue to pay the Company portion of premiums, if any, to continue medical and dental coverage pursuant to the provisions of the existing plan or of the Consolidated Omnibus Budget Reconciliation Act. During this period, the Company will also continue Employee's life insurance and disability coverage, to the extent permitted under applicable policies, and will pay to the Employee the fringe benefits pursuant to section 5 which have accrued prior to the Termination Date. Incentive bonus, in any, for the year of termination will be prorated based on the Termination Date and paid in accordance with respect to such unvested Selling Restricted Shares the annual bonus payment schedule. Notwithstanding the forgoing, the Company shall not be exercisable until the third anniversary obligated to make any of the Date of Termination. Notwithstanding payments or provide the foregoing, the Executive’s entitlement to the severance payments in other benefits called for by this Section 5(csection 6(d) is conditioned on unless (yi) the Executive’s executing Employee signs a waiver and delivering to the Company of a release of all claims against the Company, the Parent Company and its subsidiaries in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following acceptable to the Date of Termination (the “Release Deadline”)Company, and (zii) the Executive’s compliance with the restrictive covenants set forth Employee is not in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Terminationincluding sections 7 and 8.

Termination by the Company Without Cause. 8.5.1 The Company mayemployment of Officer shall terminate immediately upon delivery to Officer of written notice of termination by the Company, at any time and which shall be deemed to be "without prior written noticecause" unless termination is expressly stated to be pursuant to Sections 8.1, terminate the Executive without Cause. In the event that the Executive’s 8.2 or 8.6. 8.5.1.1 Upon termination of Officer's employment with pursuant to this Section 8.5, the Company is terminated without Causeshall pay to Officer, on the Executive shall receive the Accrued Benefits. In additionTermination Date, the Executive shall be entitled a lump sum payment of an amount equal to receive from (x) all accrued and unpaid salary and other compensation payable to Officer by the Company and all accrued and unused vacation and sick pay payable to Officer by the following: (i) severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings for tax and social security purposes, paid according Company with respect to services rendered by Officer to the Company’s regular payroll schedule over Company through the twenty-four Termination Date, and (24y) months following if (a) on the Date of Termination (the “Post-Termination Period”)Date, (ii) any earned and unpaid Annual Bonus for the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have Officer has been eligible to receive had he remained continuously employed by the Company for at least nine months but less than fifteen months, the remainder of the year in which the Executive’s termination occurs (determined by multiplying Company shall pay to Officer the amount the Executive Officer would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days earned as Base Salary during the performance year of termination that six months following the Executive is Termination Date; or (b) on the Termination Date, Officer has been continuously employed by the Company and for at least fifteen months from the denominator of which is 365)Effective Date, such pro-rata the Company shall pay to Officer the amount to be paid in Officer would have earned as Base Salary during the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) twelve months following the Date Termination Date; and (i) in the event no previous annual bonus has been paid or is payable pursuant to this Agreement, 20% of TerminationOfficer's Base Salary, which benefits shall be or (ii) in the event at least one annual bonus has been paid for by the Company or is payable to Officer, an amount equal to the same extent that the Company paid for health insurance for the Executive prior to termination, greater of (vx) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstandinglast annual bonus paid or payable to Officer, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering average annual bonus based on all bonuses paid or payable to Officer pursuant to this Agreement. In addition to the Company of a release of claims against the Company, in a form attached hereto as Exhibit Aforegoing, and notwithstanding the provisions of any other agreement to the contrary, (x) all options to purchase the Common Stock of the Company which have been granted to Officer shall become immediately exercisable on the Termination Date and, notwithstanding any other agreement to the contrary, shall remain exercisable for the full term of each such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”)option, and (zy) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right continue to provide to Officer all other benefits that would otherwise be payable to Officer pursuant to Section 4.4.3 hereof for the same number of offset against all severance payments months following the Termination Date for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Terminationwhich Base Salary is payable hereunder.

Termination by the Company Without Cause. The Company may, at any time and without prior written notice, terminate the Executive without Cause. In the event that the Executive’s Company terminates your employment without Cause in accordance with the Company is terminated provisions of Section 3(a)(iv) hereof, and conditioned on your material compliance with this Agreement during the Notice Period (but not for any other reason, including without Cause, the Executive shall receive the Accrued Benefits. In addition, the Executive shall be entitled to receive from the Company the following: (i) severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination (the “Post-Termination Period”limitation under Sections 3(a)(i), (ii) any earned and unpaid Annual Bonus for the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount ), or (v)), then in addition to the amounts you have received during the Notice Period and any other amounts provided in Section 4(a), but subject to your timely satisfaction of the Annual Bonus that condition precedent in Section 4(h) below, the Executive would have been eligible following will be provided to receive had he remained employed by you following the Company for the remainder termination of the year Notice Period: (i) You will be paid a cash lump sum amount equal to three-quarters (3/4) of one year’s Base Salary at the rate in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fractioneffect immediately prior to said termination, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following your termination; (ii) You will be paid a Pro-Rata Bonus; (iii) With respect to the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during Annual Bonus for the calendar year where the Release Deadline could occur in the calendar year following prior to the calendar year in which such Date of Termination your termination occurs, then any severance payments or benefits under this Agreement you will be excused from the requirement in Section 2(b) that would you must be considered “deferred compensation” under Section 409A actively employed with the Company on the date of disbursement in order to receive the Internal Revenue Code of 1986, as amended Bonus; (the “Code”iv) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) You will be paid on the first payroll date an amount equal to occur during the calendar year following three-quarters (3/4) of your annual Target Bonus for the calendar year in which such Date of Termination your termination occurs, or such to be paid in a cash lump sum no later time as required by than sixty (60) days following your termination; (v) The Company will pay COBRA premiums to continue your coverage pursuant to COBRA and the applicable insurance policies up and until the earlier of: (i) 12 months from the date of termination, (ii) or the Release becomes effectivedate upon which you cease to be eligible for COBRA continuation coverage under applicable law and the terms of the applicable policies. You agree to notify the Company in the event that you obtain coverage with another employer group health plan that does not contain any exclusions or limitations with respect to any pre-existing condition, or Section 23 belowif you become entitled to Medicare benefits; provided that and (vi) In the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees event that the Company terminates your employment without Cause, then for so long as you shall have a right of offset against all severance payments for amounts owed to remain in compliance with the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided obligations set forth in this Section 5(c) or in another section of this AgreementSections 7, or except as required by law8, 9 and 10 below, and conditioned on such continued compliance, all benefits provided by the Company Restricted Stock Units previously granted to the Executive under this Agreement or otherwise shall cease you which have not vested as of the Date date of Terminationyour termination, if any, shall continue to vest on the applicable dates set forth in the applicable award agreements granting such Restricted Stock Units.

Termination by the Company Without Cause. The Company may, at any time and without prior written notice, terminate the Executive without Cause. In the event that the Executive’s employment with the Company is terminated terminates Employee without Cause, the Executive Company shall receive (A) pay to Employee an amount equal to the Accrued Benefits. In addition, the Executive shall be entitled to receive from the Company the following: sum of (i) severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings for tax one and social security purposes, paid according to one-half times the CompanyEmployee’s regular payroll schedule over the twentythen-four (24) months following the Date of Termination (the “Post-Termination Period”), current annual base salary plus (ii) any earned one and unpaid Annual Bonus one-half times the Employee’s target annual cash bonus for the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year in effect on the date of termination, which amount shall be payable in three installments (net of all applicable taxes and deductions) as follows: 75% on the date six months and one day following the date of termination and 25% on the date one year following date of termination; (B) continue to which make available, at the Company’s expense, the benefits specified in Section 2(c) above for a period of 18 months following such bonus relates)date of termination, and (iiiC) provide that equity awards held by the Employee under the Company’s equity compensation plans, under the Company’s subsidiaries’ equity compensation plans and under the equity compensation plans of corporations that have merged with or into the Company shall automatically have their vesting accelerated (including, for restricted stock, accelerated lapse of a pro-rata amount right of repurchase by the Company) as to 100% of the Annual Bonus that the Executive would have been eligible unvested portion of any such stock options or stock appreciation rights, and as to receive had he remained employed by the Company for the remainder 50% of the year unvested portion of any such restricted stock or restricted stock units, on the date of termination, in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement addition to any portion of the applicable performance goals had employment continued through restricted stock or restricted stock units vested prior to the end of the performance year by a fraction, the numerator of which is the number of days during the performance year date of termination that after taking into account any acceleration of vesting provided in the Executive is employed by restricted stock agreement or restricted stock unit agreement between the Company and the denominator Employee pertaining to such outstanding restricted stock or restricted stock units. The amount of which is 365), such pro-rata amount the severance payment payable pursuant to be paid in the same time Clause A and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase specified in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares Clause B above shall not be exercisable until the third anniversary decreased as a result of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing compensation and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or /or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required received by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of TerminationEmployee from any subsequent employer.

Termination by the Company Without Cause. The Except as provided in Section 6(d), if for any reason the Company may, at any time and without prior written notice, wishes to terminate the Executive without Cause. In the event that Employment Period and the Executive’s employment with hereunder (including by not extending the term of this Agreement pursuant to Section 1(c)), (i) the Company is terminated without Causeshall give notice (the “Termination Notice”) to the Executive stating such intention, (ii) the Employment Period shall terminate on the date set forth in the Termination Notice (the “Termination Date”), and (iii) a severance period shall commence upon such Termination Date for a period of six (6) months (such period, the “Severance Period”). During the Severance Period, the Executive shall continue to receive the Accrued BenefitsBase Salary under Section 3(a), and subject to Executive’s timely election of continuation coverage under the Company’s group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and continued copayment of premiums at the same level as if Executive were an active employee of the Company, the Executive and his eligible dependents shall be entitled to a taxable monthly reimbursement in an amount equal to the amount of health insurance premiums that the Company would have subsidized, if any, had Executive remained an active employee, for the Severance Period, provided that the Executive remains eligible for COBRA coverage during such period. The Executive shall also be eligible to receive a prorated Bonus Amount, if applicable, for the year in which the termination occurred. Such prorated Bonus Amount shall be paid in accordance with Section 3(b) and shall be subject to the performance requirements being achieved for that year. In addition, the Executive shall be entitled to receive from (x) payment of any earned but unpaid amounts, including bonuses for performance periods that ended prior to the Termination Date and any unreimbursed business expenses, with such payment made in accordance with Company practices in effect on the date of his termination of employment, and (y) any other rights, benefits or entitlements in accordance with this Agreement or any applicable plan, policy, program, arrangement of, or other agreement with, the Company the following: or any of its subsidiaries or affiliates. Any amounts or benefits provided under this Section 6(a) (iother than pursuant to Section 6(a)(x) severance payments totaling Three Million Dollars and ($3,000,000y), less standard withholdings for tax such amounts the “Accrued Obligations”) shall be shall be conditioned upon the Executive’s execution of a general release of claims and social security purposes, paid according covenant not to sue provided by the Company’s regular payroll schedule over Company at the twenty-four (24) months following the Date time of Termination termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus for the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release DeadlineRelease”), and the Release becoming effective within fifty-two (z52) days after the Executive’s compliance with Termination Date (or such earlier date as may be required by the restrictive covenants set forth in Sections 6 and 8(aCompany), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice . Payment of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits amounts under this Agreement that would be considered “deferred compensation” under Section 409A of 6(a) (other than the Internal Revenue Code of 1986, as amended (the “Code”Accrued Obligations) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid shall commence on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date after the Release becomes effectiveirrevocable or, or if earlier, the sixtieth (60th) day following the Termination Date, provided, that if the sixty (60)-day period following the Termination Date crosses calendar years, if necessary to comply with Section 23 below; provided that the first 409A of Code payment shall include all amounts not commence until the second calendar year (the commencement date, “Payment Commencement Date”). Any payments that would have been are so delayed shall be paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of TerminationPayment Commencement Date.

Termination by the Company Without Cause. Termination by the ------------------------------------------------------------ Executive for Good Reason. The Company may, may terminate the employment ------------------------- of the Executive at any time and without prior written notice, terminate Cause by giving the Executive without Causenotice of termination. In The Executive may terminate his employment by the Company at any time for Good Reason by giving a notice of termination to the Company, and the effective date of such termination shall be determined in accordance with Clause 12.2. 9.2.1 Except as provided in Clause 9.2.2, in the event that the Executive’s employment with of a termination by the Company is terminated without Cause, non-renewal by the Company or termination by the Executive for Good Reason: (a) the Company shall receive continue to pay his salary and provide his other benefits hereunder, including automobile allowance and benefits pursuant to Clause 4 (less the Accrued Benefits. In additionmonthly payroll deductions if any, charged to the Executive shall be entitled to receive from the Company the following: (i) severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus for the year immediately prior to such termination in respect of such benefits) through the year remainder of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (then current term, but in no event later for less than 75 days after for 12 months (without giving effect to any reduction thereto unless such reduction was made with the end Executive's prior written consent); and (b) the Executive shall also be entitled to a bonus for that year equal to 35% of the Company’s fiscal year to which such bonus relateshis then annual salary (irrespective of whether performance objectives have been achieved), (iii) a pro-rata amount but prorated from the beginning of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder such year through such effective date of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that in the event of a termination for Good Reason pursuant to Clause 14.1.8(b), the annual salary used for computation under this Clause 9.2.1(b) shall be the one in effect prior to the reduction referred to in Clause 14.1.8(b); and 9.2.2 Notwithstanding the other provisions of Clause 9.2.1 in the event that (x) the Company terminates the Executive's employment without Cause in anticipation of, or pursuant to a notice of termination delivered to the Executive within 24 months after, a Change in Control, or (y) the Executive terminates his employment for Good Reason pursuant to a notice of termination delivered to the Company in anticipation of, or within 24 months after, a Change in Control or (z) the Company delivers a notice of non-renewal to the Executive in anticipation of, or within 24 months after, a Change of Control: (a) the Company shall pay to the Executive, within 30 days after such notice of termination or non-renewal is given, a lump-sum cash amount equal to (i) two times the sum of (A) his then current annual salary and (B) 35% of his then current annual salary (representing his annual bonus for the achievement of 100% of performance objectives, irrespective of whether performance objectives have been achieved), plus (ii) a prorated bonus for the then current fiscal year equal to 35% of his then annual salary, (irrespective of whether performance objectives have been achieved), plus (iii) if such notice is given within the first 12 months after the date first set forth above, then, the salary the Executive should have been paid from the date of termination through the end of such 12 month period, provided, however, that in the event of a termination for Good Reason pursuant to Clause 14.1.8(b), the annual salary used for computation under this Clause 9.2.2(a) shall be the one in effect prior to the reduction referred to in Clause14.1.8(b); and (b) for a period of 24 months after the effective date of such termination, the Company shall provide the Executive with benefits hereunder, including automobile allowance and benefits pursuant to Clause 4 (less the monthly payroll deduction, if any, charged to the Executive immediately prior to such termination in respect of any such benefits) at the respective levels of coverage in effect at the time the termination (without giving effect to any reduction thereto unless such reduction was made with the Executive's consent)or the cash equivalents of the foregoing on a monthly basis. 9.2.3 In the event of a termination without Cause by the Company, non-renewal by the Company or termination for Good Reason by the Executive, in addition to the rights and benefits to which the Executive would be entitled under Clause 9.2.1 or 9.2.2, as the case may be: (a) subject to the provisions of Clause 3.4 the Company shall vest as of the effective date of such termination all options granted to the Executive under the Stock Option Plan and allow the Executive a period of 12 months following such effective date within which to exercise such options; (b) the Company shall provide the Executive with appropriate outplacement services through Drake Bean Moxxx, Inc. (or other nationally recognized outplacement firm) at a cost to the Company of no more than 15% of the Executive's annual salary immediately prior to termination (without giving effect to any reduction thereto unless such reduction was made with the Executive's consent); and (c) the Executive shall also be given notice entitled to a contribution under the Company's Executive Retirement Benefit Plan for that fiscal year equal to the greater of any alleged breach and an opportunity to cure within thirty (30i) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts amount that would have been paid to contributed for that fiscal year determined in accordance with past practice or (ii) the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided highest amount contributed by the Company to on behalf of the Executive under this Agreement or otherwise shall cease as that Plan for any of the Date three prior fiscal years, but prorated from the beginning of Terminationthe fiscal year in which termination occurs through the effective date of termination.

Termination by the Company Without Cause. The Company mayDuring the Term, at any time and without prior written notice, terminate the Executive without Cause. In the event that if the Executive’s employment with is terminated by the Company is terminated without CauseCause as provided in Section 3(d), then (x) the Company shall pay the Executive shall receive the his Accrued Benefits. In addition, Benefit and (y) subject to the Executive shall be entitled to receive from signing a separation agreement and release of claims substantially in the Company form attached hereto as Exhibit A (the following: “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination: (i) severance payments totaling Three Million Dollars the Company shall pay the Executive an amount equal to ($3,000,000), less standard withholdings for tax and social security purposes, paid according x) eighteen (18) months of the Executive’s Base Salary plus (y) an amount equal to the CompanyExecutive’s regular payroll schedule over target incentive compensation for the twenty-four quarter (24in the case of incentive compensation paid on a quarterly basis) months following or year (in the case of incentive compensation paid on an annual basis) in which the Date of Termination occurs (prorated based upon the “Postnumber of days of employment during such quarter or year, as applicable, relative to the number of calendar days in such quarter or year, as applicable); and (ii) except to the extent any Existing Equity Award or any stock option or other stock-based award that was granted or purchased on or after the Effective Date contains more favorable terms, in which case such terms shall apply to such award(s), all stock options and other stock-based awards held by the Executive will be accelerated as if the Executive had completed an additional eighteen (18) months of service with the Company; and (iii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination Period”and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for eighteen (18) months or the Executive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive (and, if applicable, the Executive’s qualified and participating dependents) if the Executive had remained employed by the Company. To the extent the Executive and the Company mutually agree to enter into a non-competition agreement, the number of months set forth in Sections 4(b)(i), (ii) any earned and unpaid Annual Bonus for (iii) will be increased by the year prior number of months equal to the year length of termination to such non-competition period. The amounts payable under this Section 4(b) shall be paid out in the same time and the same form as the Annual Bonus otherwise would be paid (but substantially equal installments in no event later than 75 days after the end of accordance with the Company’s fiscal year to which payroll practice over eighteen (18) months (or such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid longer period set forth in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 immediately preceding sentence) commencing within 60 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that if the Company’s repurchase rights with respect 60-day period begins in one calendar year and ends in a second calendar year, such payments shall begin to be paid in the second calendar year by the last day of such unvested Selling Restricted Shares 60-day period; provided, further, that the initial payment shall not be exercisable until include a catch-up payment to cover amounts retroactive to the third anniversary of day immediately following the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement Each payment pursuant to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under is intended to constitute a separate payment for purposes of Treasury Regulation Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Termination1.409A-2(b)(2).

Termination by the Company Without Cause. Termination by the ------------------------------------------------------------ Executive for Good Reason. The Company may, may terminate the employment ------------------------- of the Executive at any time and without prior written notice, terminate Cause by giving the Executive without Causenotice of termination. In The Executive may terminate his employment by the Company at any time for Good Reason by giving a notice of termination to the Company, and the effective date of such termination shall be determined in accordance with Clause 12.2. 9.2.1 Except as provided in Clause 9.2.2, in the event that the Executive’s employment with of a termination by the Company is terminated without Cause, non-renewal by the Company or termination by the Executive for Good Reason: (a) the Company shall receive continue to pay his salary and provide his other benefits hereunder, including automobile allowance and benefits pursuant to Clause 4 (less the Accrued Benefits. In additionmonthly payroll deductions if any, charged to the Executive shall be entitled to receive from the Company the following: (i) severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus for the year immediately prior to such termination in respect of such benefits) through the year remainder of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (then current term, but in no event later for less than 75 days after for 18 months (without giving effect to any reduction thereto unless such reduction was made with the end Executive's prior written consent); and (b) the Executive shall also be entitled to a bonus for that year equal to 40% of the Company’s fiscal year to which such bonus relateshis then annual salary (irrespective of whether performance objectives have been achieved), (iii) a pro-rata amount but prorated from the beginning of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder such year through such effective date of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that in the event of a termination for Good Reason pursuant to Clause 14.1.7(b), the annual salary used for computation under this Clause 9.2.1(b) shall be the one in effect prior to the reduction referred to in Clause 14.1.7(b); and 9.2.2 Notwithstanding the other provisions of Clause 9.2.1 in the event that (x) the Company terminates the Executive's employment without Cause in anticipation of, or pursuant to a notice of termination delivered to the Executive within 24 months after, a Change in Control, or (y) the Executive terminates his employment for Good Reason pursuant to a notice of termination delivered to the Company in anticipation of, or within 24 months after, a Change in Control or (z) the Company delivers a notice of non-renewal to the Executive in anticipation of, or within 24 months after, a Change of Control: (a) the Company shall pay to the Executive, within 30 days after such notice of termination or non-renewal is given, a lump-sum cash amount equal to (i) two times the sum of (A) his then current annual salary and (B) 40% of his then current annual salary (representing his annual bonus for the achievement of 100% of performance objectives, irrespective of whether performance objectives have been achieved), plus (ii) a prorated bonus for the then current fiscal year equal to 40% of his then annual salary, (irrespective of whether performance objectives have been achieved), plus (iii) if such notice is given within the first 12 months after the date first set forth above, then, the salary the Executive should have been paid from the date of termination through the end of such 12 month period, provided, however, that in the event of a termination for Good Reason pursuant to Clause 14.1.7(b), the annual salary used for computation under this Clause 9.2.2(a) shall be the one in effect prior to the reduction referred to in Clause 14.1.7(b); and (b) for a period of 24 months after the effective date of such termination, the Company shall provide the Executive with benefits hereunder, including automobile allowance and benefits pursuant to Clause 4 (less the monthly payroll deduction, if any, charged to the Executive immediately prior to such termination in respect of any such benefits) at the respective levels of coverage in effect at the time the termination (without giving effect to any reduction thereto unless such reduction was made with the Executive's consent)or the cash equivalents of the foregoing on a monthly basis. 9.2.3 In the event of a termination without Cause by the Company, non-renewal by the Company or termination for Good Reason by the Executive, in addition to the rights and benefits to which the Executive would be entitled under Clause 9.2.1 or 9.2.2, as the case may be: (a) subject to the provisions of Clause 3.4 the Company shall vest as of the effective date of such termination all options granted to the Executive under the Stock Option Plan and allow the Executive a period of 12 months following such effective date within which to exercise such options; (b) the Company shall provide the Executive with appropriate outplacement services through Drake Bean Moxxx, Inc. (or other nationally recognized outplacement firm) at a cost to the Company of no more than 15% of the Executive's annual salary immediately prior to termination (without giving effect to any reduction thereto unless such reduction was made with the Executive's consent); and (c) the Executive shall also be given notice entitled to a contribution under the Company's Executive Retirement Benefit Plan for that fiscal year equal to the greater of any alleged breach and an opportunity to cure within thirty (30i) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts amount that would have been paid to contributed for that fiscal year determined in accordance with past practice or (ii) the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided highest amount contributed by the Company to on behalf of the Executive under this Agreement or otherwise shall cease as that Plan for any of the Date three prior fiscal years, but prorated from the beginning of Terminationthe fiscal year in which termination occurs through the effective date of termination.

Termination by the Company Without Cause. The If the Company may, at any time and without prior written notice, terminate the Executive without Cause. In the event that the Executiveterminates Employee’s employment with other than for Cause pursuant to Paragraph 6, the Company is terminated without Causeshall pay or provide the Employee, the Executive shall receive the Accrued Benefits. In addition, the Executive shall be entitled to receive from the Company the following: (i) severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus for the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt date of such notice termination, with: (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then i) any severance payments or benefits unpaid salary earned under this Agreement that would be considered prior to the date of termination; (ii) any accrued but unused PTO days prior to the date of termination; (iii) any unpaid compensation due under Paragraph 4 (b) herein; and (iv) any unpaid expense reimbursement owed to him for periods through the date of termination; (collectively, the “deferred compensation” Accrued Benefits”). In addition to the Accrued Benefits, the Company shall also provide the following: a) The Company shall provide Employee twelve (12) months of continued payment of base salary on a bi-weekly basis. If Employee timely elects continued coverage under Section 409A of COBRA, the Internal Revenue Code of 1986Company will pay Employee’s COBRA premiums necessary to continue Employee’s coverage (including coverage for eligible dependents, as amended if applicable) (“COBRA Premiums”) through the period (the “CodeCOBRA Premium Period”) starting on the date of termination and ending on the earliest to occur of: (i) twelve (12) months following the date of termination or (ii) the date Employee and Employee’s eligible dependents, if applicable, become eligible for group health insurance coverage through a new employer. In the event Employee becomes covered under another employer’s group health plan during the COBRA Premium Period, Employee must immediately notify Company of such event. To be eligible for the severance payment provided for in this Section 7, Employee must have executed and not revoked a full and complete general release of any and all regulations, guidance, claims against the Company and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on related persons and entities in the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required standard form then used by the Company (“Release”), within sixty (60) days of the date of termination. Upon making all of the Release becomes effectiveapplicable severance payments and benefits, or Section 23 below; provided that the first payment shall include all amounts that would have been paid except with respect to the Executive if payment had commenced on the Date of Termination. The Executive agrees that any outstanding equity compensation agreements, the Company shall have a right of offset against all severance payments for amounts owed no further obligations to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive Employee under this Agreement or otherwise shall cease any other agreement relating to or arising out of Employee’s status as an employee of the Date Company (as opposed to some other status with respect to the Company, such as a shareholder or holder of Terminationa stock option).

Termination by the Company Without Cause. The At any time after September 30, 2006, the Company may, at any time in its sole and without prior written noticeabsolute discretion, terminate the Executive without Cause. In the event that the ExecutiveEmployee’s employment with the Company is terminated (the actual date of termination being referred to as the “Termination Date”) without Causecause, the Executive shall receive the Accrued Benefits. In addition, the Executive shall be entitled to receive from the Company the following: (i) severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings for tax and social security purposes, paid according by providing written notice thereof to the Company’s regular payroll schedule over the twenty-four Employee (24“Termination Notice”) months following the Date of Termination at least ninety days (the “Post-Termination Period”), (ii90) any earned and unpaid Annual Bonus for the year prior to the Termination Date. In the event of termination of the Employee’s employment pursuant to this Section, the Company shall continue to pay to the Employee the Employee’s then current Annual Salary throughout such ninety-day (90) notice period and shall pay the Employee as compensation for loss of office (a) six months Annual Salary at the Employee’s then current salary in equal monthly installments over the six month period following the Termination Date (reduced pro rata if such termination occurs during the last year of termination the Initial Term and based on estimated time worked pursuant to be paid Article 1), provided that such payments shall cease if the Employee becomes employed by a company which is in the same time Business during such six month period, and the same form (b) all vacation accrued as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year Termination Date calculated in accordance with Section 1.2.4. Upon receipt by the Employee of a Termination Notice pursuant to which such bonus relates)this Section 4.2, (iiia) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by Employee shall assist the Company for in good faith to effect a smooth transition, and (b) the remainder of Company may request the year in which Employee to vacate the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed premises owned by the Company and used in connection with the denominator Business within a reasonable time, provided that the obligation of which is 365)the Company to make payments to the Employee pursuant to this Section 4.2 and the other provisions of this Agreement shall not be affected, such pro-rata amount to be paid provided further, that in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for a termination by the Company without cause pursuant to this Section 4.2, the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance provisions of Section 3.3 shall not apply and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments no further force or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Terminationeffect.

Termination by the Company Without Cause. The Company mayIf, at any time and without prior written noticeto the Expiration Date, terminate the Executive without Cause. In the event that the Executive’s employment with is terminated by the Company is terminated without CauseCause as provided in Section 5(a)(iv), then the obligations of the Company to pay or provide the Executive with compensation and benefits under Section 4 shall receive cease, and the Accrued Benefits. In addition, Company shall have no further obligations to provide compensation or benefits to the Executive shall be entitled to receive from the Company (or his estate, as applicable) hereunder except for the following: : (i) the Accrued Obligations (payable at the time provided for in Section 6(a)); (ii) subject to Section 7, a cash severance payments totaling Three Million Dollars payment equal to ($3,000,000A) if the Termination Date is prior to March 22, 2015, two (2) times Base Salary (as in effect on the Termination Date), less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the payable in twenty-four (24) months following substantially equal monthly installments consistent with the Company’s payroll practices; or (B) if the Termination Date of Termination is on or after March 22, 2015 (the “Post-Termination Period”)but, (ii) any earned and unpaid Annual Bonus for the year avoidance of doubt, prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relatesExpiration Date), continuation of Base Salary (iiias in effect on the Termination Date) a pro-rata amount through the longer of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for (x) the remainder of the year in which Term and (y) the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement sixth month anniversary of the applicable performance goals had employment continued through the end of the performance year by a fractionTermination Date, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of consistent with the Company’s fiscal year payroll practices; (iii) subject to which such bonus relates)Section 7, the Pro-Rata Bonus; and (iv) subject to Section 7 and subject to the Executive’s or, in the event of his death, his eligible dependents’ timely election of continuation coverage under COBRA, continuation the reimbursement of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company monthly premium payable to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) continue the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and/or his eligible dependents’ participation in the Company’s group health plan (to the extent permitted under applicable law and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have terms of such plan) which covers the selling restrictions lapse subject to satisfaction of their terms, Executive (and/or the Executive’s eligible dependents) for a period of twenty four eighteen (2418) months following months, provided that the Date Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that the Executive obtains other employment that offers group health benefits, such continuation of Termination (after which time such Performance-Based Sharescoverage by the Company shall immediately cease. If the reimbursement of any COBRA premiums would violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Act or Section 105(h) of the Code, the Company paid premiums shall be treated as taxable payments and be subject to imputed income tax treatment to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject necessary to repurchase in accordance with eliminate any discriminatory treatment or taxation under the terms thereofAct or Section 105(h) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Termination.

Termination by the Company Without Cause. The Company may, at any time and without prior written notice, terminate the Executive without Cause. In the event that the Executive’s Employee's employment with is terminated by the Company is terminated without pursuant to Section 5(c) for reasons other than death, Total Disability or Cause, the Executive Company shall receive pay the Accrued Benefits. In addition, the Executive shall be entitled following amounts to receive from the Company the following: Employee: (i) severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings Any accrued but unpaid Base Salary for tax and social security purposes, paid according services rendered to the Company’s regular payroll schedule over date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, and any vacation accrued to the twenty-four (24) months following the Date date of Termination (the “Post-Termination Period”), termination. (ii) any earned and unpaid Annual Bonus for the year prior Any benefits to which Employee may be entitled pursuant to the year of termination plans, policies and arrangements referred to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iiiSection 4(d) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits hereof shall be determined and paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereofof such plans, policies and arrangements. (iii) and The Base Salary (vi) vesting of and at the lapsing rate in effect as of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number date of Selling Restricted Shares with respect to Employee's termination) which the selling restrictions would have lapsed through been payable to Employee if Employee had continued in active employment for either (A) the Date period ending on the last day of Termination and for an additional thirty six the current term; or (36B) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed twelve (12) months, whichever is greater. Payment shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, made in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure lump sum within thirty (30) days of such termination. The Employee shall also be eligible for a bonus or incentive compensation payment, to the Executive’s receipt of such notice extent bonuses are paid to similarly situated employees, pro-rated for the year in which the Employee is terminated, and paid at the same time as similarly situated employees are paid. (without regard iv) The Company, completely at its expense, will continue for employee and Employee's spouse and dependents, group health plans, programs or arrangements, in which Employee was entitled to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs participate at a any time during the calendar year where twelve-month period prior to the Release Deadline could occur in date of termination, until the calendar year following earlier of: (A) the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A last day of the Internal Revenue Code of 1986period during which Employee receives payment in accordance with clause (iii) above; (B) Employee's death (provided that benefits payable to Employee's beneficiaries shall not terminate upon Employee's death); or (C) with respect to any particular plan, as amended (the “Code”) and all regulationsprogram or arrangement, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release Employee becomes effective, or Section 23 below; covered by a comparable benefit provided that the first payment shall include all amounts that by a subsequent employer. (v) An amount equal to any Bonus which would have been paid payable to Employee if Employee had continued in active employment for either (A) the Executive if payment had commenced period ending on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as last day of the Date current term; or (B) twelve (12) months, whichever is greater. (vi) Employee shall be entitled to exercise any Annual Purchase Options which were vested at the time of Terminationtermination and which would have vested if Employee had continued in active employment for either (A) the period ending on the last day of the current term; or (B) twelve (12) months, whichever is greater.

Termination by the Company Without Cause. The Company may, may terminate this Agreement at any time and without prior written notice, terminate during the Executive Term without Cause. In the event that the Executive’s employment with the Company is terminated of termination without Cause, the Executive Company shall receive pay the Accrued BenefitsEmployee six (6) months Base Salary at the rate in effect at the time, in monthly installments and shall pay for continuation of health benefits for six (6) months. In additionThe Employee shall also be paid for accrued (through the date of termination) and unpaid Base Salary, and benefits which Employee accrued pursuant to any applicable welfare benefits plan, earned (through the Executive date of termination) but unused vacation for that year, earned but unpaid bonuses, and unreimbursed business-related expenses, in accordance with Company policy. Furthermore, in the event of a termination without Cause which occurs in anticipation of a Change in Control (as defined below) or on or within six (6) months after a Change in Control, all equity awards held by Employee that vest based on time shall become vested and all other terms of such awards shall be entitled governed by the plans and programs and the agreements and other documents pursuant to receive from the Company which such awards were granted. For purposes of this Agreement, a “Change in Control” means the following: : (i) severance payments totaling Three Million Dollars A transaction or series of transactions ($3,000,000), less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus for the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later other than 75 days after the end an offering of the Company’s fiscal year stock to which the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such bonus relates), (iiiterms are used in Sections 13(d) a pro-rata amount and 14(d)(2) of the Annual Bonus that Securities Exchange Act of 1934, as amended (the Executive would have been eligible to receive had he remained employed “Exchange Act”)) (other than the Company, any of its subsidiaries, an employee benefit plan maintained by the Company for the remainder or any of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by its subsidiaries or a fraction“person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the numerator Company) directly or indirectly acquires beneficial ownership (within the meaning of which is Rule 13d-3 under the number Exchange Act) of days during the performance year securities of termination that the Executive is employed by the Company and immediately after such acquisition possesses more than 50% of the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end total combined voting power of the Company’s fiscal securities outstanding immediately after such acquisition; or (ii) During any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new director(s) (other than a director designated by a person who shall have entered into an agreement with the Company to effect a transaction described in Section 6.2(i) hereof or Section 6.2(iii) hereof) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to which such bonus relates), constitute a majority thereof; or (iviii) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction: (A) Which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the same extent that business of the Company paid for health insurance for (the Executive prior to terminationCompany or such person, the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction; and (vB) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest After which no person or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four group (24) months following the Date of Termination (after which time as such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase terms are used in accordance with the terms thereofSections 13(d) and (vi14(d)(2) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to Exchange Act) beneficially owns (within the number meaning of Selling Restricted Shares with respect to which Rule 13d-3 under the selling restrictions would have lapsed through Exchange Act) voting securities representing 50% or more of the Date combined voting power of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereofSuccessor Entity; provided, however, that no person or group shall be treated for purposes of this Section 6.2(iii)(B) as beneficially owning 50% or more of combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction; or (iv) The Company’s repurchase rights with respect stockholders approve a liquidation or dissolution of the Company and all material contingencies to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments liquidation or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would dissolution have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) satisfied or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Terminationwaived.

Termination by the Company Without Cause. The Company may, at any time and without prior written notice, terminate the Executive without Cause. In the event that the Executive’s If your employment with by the Company is terminated without Cause, the Executive shall receive the Accrued Benefits. In addition, the Executive shall be entitled to receive from by the Company the following: without Cause (i) severance payments totaling Three Million Dollars ($3,000,000as defined below), less standard withholdings for tax and social security purposesor if there is a Constructive Termination (as defined below), paid according in each case at any time prior to the Company’s regular payroll schedule over the twenty-four occurrence of a Change in Control (24as defined below) or in each case more than thirteen (13) months following the Date occurrence of Termination a Change in Control (the “Post-Termination Period”as defined below), (ii) any earned and unpaid Annual Bonus for the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by if you provide the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by with a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a signed general release of all claims against the Company, in a form attached hereto as Exhibit A, provided by and on such release becoming effective within sixty reasonably acceptable to the Company (60) days following the Date of Termination (the a “Release DeadlineRelease”), and (z) do not revoke the Executive’s compliance Release within the applicable revocation period, if any, the Company shall provide you with the restrictive covenants set forth following severance benefits: (1) an amount equal to eighteen (18) months of your base salary at the rate in Sections 6 effect immediately prior to your termination of employment, less applicable withholdings, payable in installments pursuant to the Company’s normal and 8(a)customary payroll procedures, subject to Section 19 below; (b)2) provided that you elect to receive health benefits (e.g., (dmedical and dental) and (e) and pursuant to the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice Consolidated Omnibus Budget Reconciliation Act of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 19861985, as amended (“COBRA”), then for the “Code”) period beginning on your date of termination and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid ending on the first payroll date to occur during the calendar year which is eighteen (18) full months following the calendar year in which such Date your date of Termination occurstermination (or, or such later time as required by if earlier, the date on which you begin benefit coverage with another employer), the Release becomes effectiveCompany shall pay the costs associated with continuation coverage pursuant to COBRA; and (3) on your date of termination, or Section 23 below; provided you shall immediately become vested with respect to those options to purchase the Company’s capital stock that the first payment shall include all amounts you then hold that would have been paid vested during the Acceleration Period following your date of termination and/or any restrictions with respect to restricted shares of the Executive if payment had commenced on Company’s capital stock that you then hold that would have vested during the Date Acceleration Period following your date of Terminationtermination shall immediately lapse, and you shall be entitled to exercise any such vested options until the expiration date of such options set forth in the stock option agreement(s) pursuant to which they were granted. The Executive agrees For the purposes of this Section 13(a), “Acceleration Period” shall mean eighteen (18) months. You understand and agree that the Company you shall have a right of offset against all not be entitled to any other severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except pay, severance benefits, or any other compensation or benefits other than as specifically provided set forth in this Section 5(c) or paragraph in another section the event of this Agreementsuch a termination, or except other than as required by under applicable law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Termination.

Termination by the Company Without Cause. The In the event the Company may, at any time and without prior written notice, shall terminate the Executive Employee without Causecause during the Term, the Employee's term of employment shall terminate on the close of business on the day such notice is given (the "Termination Date"). In the event of such termination, the Company shall (a) pay to the Employee within 180 days of such termination, an aggregate amount of $200,000 in cash as a severance benefit (b) transfer or assign, in each case with the appropriate release of liability agreements, to the Employee such furniture and office equipment listed on Exhibit A to the Asset Purchase Agreement without any further consideration from the Employee (c) to the extent that the Executive’s employment with the Company is terminated without Cause, the Executive shall receive lessee or Sublessee under the Accrued Benefits. In addition, the Executive shall be entitled to receive from the Company the following: 3420 Lease (i) severance payments totaling Three Million Dollars ($3,000,000hereinafter defined), less standard withholdings for tax upon execution by Spiexxx Xxxperties, L.P., a California Limited Partnership (or its successor-in-interest) and social security purposes, paid according the Employee of an Assignment and Assumption of Lease and Release of Liability Agreement in form and substance acceptable to the Company’s regular payroll schedule over , assign to the twenty-four Employee that certain Lease dated March 22, 1999 of certain premises described in said Lease and otherwise known as 3420 Xxxxx Xxxx Xxxxxxxxx, Xxxxx 0000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000 (24) months following the Date of Termination (the “Post-Termination Period”xxe "3420 Lease"), (iid) any earned and unpaid Annual Bonus for a maximum period of six (6) months commencing with the year prior first complete month after the Employee's termination date pay to the year Employee as an additional severance benefit, 10% of termination the monthly net revenues received by the Company and solely attributable to services rendered during such six months on internet consulting accounts originated by the IC Division and which the Employee and the Company agreed in writing at the time of origination that should be included in accounts upon which this portion of the severance benefit be based (the "Designated IC Accounts"), such amounts to be paid in payable to the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 Employee within 15 days after the end of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year month in which the Executive’s termination occurs (determined by multiplying Company received the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fractionpayment, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) consistent with applicable securities laws and with the Proprietary Information Agreements approval of the applicable issuer whose consent shall not be unreasonably withheld, transfer to the Employee without further consideration to the Employee, 10% of any equity securities (as defined belowincluding transferable vested options or warrants), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on Company or the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed IC Division with respect to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Terminationany Designated IC Accounts.

Termination by the Company Without Cause. The Company may, at any time and without prior written notice, terminate If the Executive without Cause. In the event that the ExecutiveEmployee’s employment with is terminated by the Company is terminated without Cause, the Executive shall receive the Accrued Benefits. In addition, the Executive shall be entitled to receive from the Company the following: (i) severance payments totaling Three Million Dollars ($3,000,000Cause as provided in Section 4(d), less standard withholdings for tax and social security purposesor the Employee terminates his employment during the Term, paid according to or the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus for the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after Employee terminates employment at the end of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by Term after the Company provides notice of intent not to renew pursuant to Section 1 for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive reasons other than would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by provide grounds for a fractionCause termination, the numerator of which is the number of days during the performance year of termination that the Executive is employed by then the Company and the denominator of which is 365)shall, such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following 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 benefits is attached as Exhibit A to this Agreement) (the “Release”) within twenty-one (21) days of the receipt of the form of the Release - 4 - ‌ (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 first full month following termination and in accordance with the Company’s normal payment schedule and policies and (ii) any unvested Employee options/stocks shall be deemed vested at the time of termination; and (iii) the Company shall pay the Employee an amount in cash equal to the Company’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: (1) the Employee is no longer eligible for and continuing to receive the COBRA coverage elected in subparagraph (A); (2) the time period set forth in the first sentence of this paragraph (ii); (3) the 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 good faith determines that payments under this paragraph (ii) would result in a discriminatory health plan pursuant to the Patient Protection and Affordable Care Act of 2010, as amended. (iv) 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 twelve (12) months of the Company’s monthly amount paid to employees who opt out from such coverage. - 5 - ‌ (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 1.409A 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 1.409A 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 1.409A, if any severance payment or reimbursement under Section 5(b) of this Agreement is determined in good faith by the Company to the same extent that constitute NQDC payable to a “specified employee” as defined under Section 1.409A, then the Company paid for health insurance for shall make any such payment not earlier than the Executive prior to termination, earlier of: (vx) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four first payroll date which is six (246) months following the Date of Termination Employee’s separation from service (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance as defined under Section 1.409A) with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; providedCompany, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on or (y) the Executivedate of Employee’s executing and delivering to the Company death. (vii) for purposes of a release of claims against the Companythis Section 5, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensationSection 1.409A” under means Section 409A 1.409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidanceamended, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Terminationregulations thereunder.

Termination by the Company Without Cause. The (a) Notwithstanding anything to the contrary set forth herein, the Company may, shall have the right to terminate the Employee's employment hereunder at any time and time, for any reason or for no reason, without prior cause, effective upon the date designated by the Company upon written notice, terminate notice to the Executive without Cause. Employee. (b) In the event that of a termination of the Executive’s Employee's employment with hereunder (A) pursuant to Section 7.1(a) hereof prior to the Company is terminated without CauseExpiration Date or (B) pursuant to a Constructive Termination (as defined in Section 7.4(b) hereof), the Executive shall receive the Accrued Benefits. In addition, the Executive Employee shall be entitled to receive from all accrued but unpaid (as of the effective date of such termination) Salary and the severance payments in the manner set forth in Section 7.1(c) hereof; provided that the Employee has complied with all of his obligations under this Agreement and continues to comply with all of his surviving obligations hereunder listed in Section 9 hereof. Except as specifically set forth in this Section 7.1, all Salary and Benefits shall cease at the time of such termination, except as required under applicable law and the Company shall have no further liability or obligation hereunder by reason of or subsequent to such termination. (c) In the following: event of the termination of the Employee's employment hereunder (iA) severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings for tax and social security purposes, paid according pursuant to the Company’s regular payroll schedule over the twenty-four (24Section 7.1(a) months following the Date of Termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus for the year hereof prior to the year of termination Expiration Date, or (B) pursuant to be paid a Constructive Termination (as defined in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relatesSection 7.4(b) hereof), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits Employee shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to terminationentitled, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their termsas severance pay, for a period of twenty four one year following effective date of termination, to continue to receive, his Salary and (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with permitted by the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares insurance policy then in effect) health insurance coverage, each as in effect as of the effective date of termination, provided that lapse solely based upon continued employment shall accelerate as to if the number continuation of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have such health insurance coverage is not lapsed shall be subject to repurchase in accordance with permitted by the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurspolicy, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed reimburse the Employee in an amount equal to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) cost to the fullest extent not prohibited by lawEmployee of purchasing such health insurance coverage under COBRA (29 U.S.C. ss.ss. Except as specifically provided in this Section 5(c1161-1169) or in another section for a period of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as one year following effectxxx date of the Date of Terminationtermination.

Termination by the Company Without Cause. Termination by the ------------------------------------------------------------ Executive for Good Reason. The Company may, may terminate the employment ------------------------- of the Executive at any time and without prior written notice, terminate Cause by giving the Executive without Causenotice of termination. In The Executive may terminate his employment by the Company at any time for Good Reason by giving a notice of termination to the Company, and the effective date of such termination shall be determined in accordance with Clause 12.2. 9.2.1 Except as provided in Clause 9.2.2, in the event that the Executive’s employment with of a termination by the Company is terminated without Cause, non-renewal by the Company or termination by the Executive for Good Reason: (a) the Company shall receive continue to pay his salary and provide his other benefits hereunder, including automobile allowance and benefits pursuant to Clause 4 (less the Accrued Benefits. In additionmonthly payroll deductions if any, charged to the Executive shall be entitled to receive from the Company the following: (i) severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus for the year immediately prior to such termination in respect of such benefits) through the year remainder of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (then current term, but in no event later for less than 75 days after for 24 months (without giving effect to any reduction thereto unless such reduction was made with the end Executive's prior written consent); and (b) the Executive shall also be entitled to a bonus for that year equal to 50% of the Company’s fiscal year to which such bonus relateshis then annual salary (irrespective of whether performance objectives have been achieved), (iii) a pro-rata amount but prorated from the beginning of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder such year through such effective date of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that in the event of a termination for Good Reason pursuant to Clause 14.1.6(b), the annual salary used for computation under this Clause 9.2.1(b) shall be the one in effect prior to the reduction referred to in Clause 14.1.6(b); and 9.2.2 Notwithstanding the other provisions of Clause 9.2.1 in the event that (x) the Company terminates the Executive's employment without Cause in anticipation of, or pursuant to a notice of termination delivered to the Executive within 24 months after, a Change in Control, or (y) the Executive terminates his employment for Good Reason pursuant to a notice of termination delivered to the Company in anticipation of, or within 24 months after, a Change in Control or (z) the Company delivers a notice of non-renewal to the Executive in anticipation of, or within 24 months after, a Change of Control: (a) the Company shall pay to the Executive, within 30 days after such notice of termination or non-renewal is given, a lump-sum cash amount equal to (i) two times the sum of (A) his then current annual salary and (B) 40% of his then current annual salary (representing his annual bonus for the achievement of 100% of performance objectives, irrespective of whether performance objectives have been achieved), plus (ii) a ---- prorated bonus for the then current fiscal year equal to 50% of his then annual salary, (irrespective of whether performance objectives have been achieved), plus (iii) if such notice is ---- given within the first 12 months after the date first set forth above, then, the salary the Executive should have been paid from the date of termination through the end of such 12 month period, provided, however, that in the event of a termination for Good Reason pursuant to Clause 14.1.6(b), the annual salary used for computation under this Clause 9.2.2(a) shall be the one in effect prior to the reduction referred to in Clause 14.1.6(b); and (b) for a period of 24 months after the effective date of such termination, the Company shall provide the Executive with benefits hereunder, including automobile allowance and benefits pursuant to Clause 4 (less the monthly payroll deduction, if any, charged to the Executive immediately prior to such termination in respect of any such benefits) at the respective levels of coverage in effect at the time the termination (without giving effect to any reduction thereto unless such reduction was made with the Executive's consent)or the cash equivalents of the foregoing on a monthly basis. 9.2.3 In the event of a termination without Cause by the Company, non-renewal by the Company or termination for Good Reason by the Executive, in addition to the rights and benefits to which the Executive would be entitled under Clause 9.2.1 or 9.2.2, as the case may be: (a) subject to the provisions of Clause 3.4 the Company shall vest as of the effective date of such termination all options granted to the Executive under the Stock Option Plan and allow the Executive a period of 12 months following such effective date within which to exercise such options; (b) the Company shall provide the Executive with appropriate outplacement services through Drake Bean Moxxx, Inc. (or other nationally recognized outplacement firm) at a cost to the Company of no more than 15% of the Executive's annual salary immediately prior to termination (without giving effect to any reduction thereto unless such reduction was made with the Executive's consent); and (c) the Executive shall also be given notice entitled to a contribution under the Company's Executive Retirement Benefit Plan for that fiscal year equal to the greater of any alleged breach and an opportunity to cure within thirty (30i) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts amount that would have been paid to contributed for that fiscal year determined in accordance with past practice or (ii) the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided highest amount contributed by the Company to on behalf of the Executive under this Agreement or otherwise shall cease as that Plan for any of the Date three prior fiscal years, but prorated from the beginning of Terminationthe fiscal year in which termination occurs through the effective date of termination.

Termination by the Company Without Cause. The by the Company mayby Reason of Non-Renewal of Agreement Term, at any time or by Executive for Good Reason. Subject to Section 5.3 below, in addition to the payments and without prior written noticeprovisions under Section 5.1, terminate the Executive without Cause. In in the event that the of termination of Executive’s employment with by the Company is terminated without Causeby reason of non-renewal of the Agreement Term pursuant to Sections 1 and 4.1, the by Executive shall receive the Accrued Benefits. In additionfor Good Reason pursuant to Section 4.3, the Executive shall be entitled to receive from or by the Company the following: (i) without Cause pursuant to Section 4.5, provided that Executive executes a severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings for tax agreement and social security purposes, paid according release of claims in a form reasonably satisfactory to the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination Company (the “Post-Termination PeriodSeverance Agreement”) and allows it to become binding, the Company shall provide Executive with the following: (a) twelve (12) months of Executive’s base salary in effect at the time of termination of employment, payable as a single lump sum no later than thirty (30) calendar days following the date on which the Company receives an executed Severance Agreement from Executive or the date on which the Severance Agreement becomes binding on Executive, whichever occurs later (such date, the “Payment Date”), ; and (iib) any earned and unpaid Annual Bonus for the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their termswill, for a period of twenty four twelve (2412) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase termination from employment, continue Executive’s participation in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares group health plan and shall not be exercisable until the third anniversary pay that portion of the Date premiums that the Company paid on behalf of Termination. Notwithstanding the foregoing, the Executive during Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below)employment, provided, however, that if the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Company’s health insurance plan does not permit such continued participation in such plan after Executive’s receipt termination of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occursemployment, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have pay the costs of COBRA continuation coverage on Executive’s behalf for such twelve-month period; and provided, further, that if Executive becomes employed with another employer during the period in which continued health insurance is being provided pursuant to this Section, the Company shall not be required to continue such health benefits, or if applicable, to pay the costs of COBRA, if Executive becomes covered under a right health insurance plan of offset against all severance payments for amounts owed the new employer. (For purposes of this Section 5.2(b), the term “Executive” shall include, to the Company by extent applicable, Executive’s spouse and any of his dependents covered under the Executive (unless the amounts owed are subject Company’s group health plan prior to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section his termination of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Terminationemployment.)

Termination by the Company Without Cause. (a) The Company may, Employment Period may be terminated at any time and without prior written notice, terminate by the Executive Company without Cause. In the event that the Executive’s employment with If the Company is terminated terminates the Employment Period without Cause, the Company shall have the following obligations to Executive shall receive the Accrued Benefits. In addition, the (but excluding any other obligation to Executive shall be entitled pursuant to receive from the Company the following: this Agreement): (i) severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings a continuation of the Base Salary for tax and social security purposes, paid according to the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination a period (the “Post-Termination Severance Period”), (ii) any earned and unpaid Annual Bonus for commencing on the year prior to the year date of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until ending on the third anniversary of the Date date of Termination. Notwithstanding termination; provided that the foregoing, Base Salary for the Executive’s entitlement first six months of the Severance Period shall be paid to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, Executive in a form attached hereto as Exhibit A, and on lump sum at the end of such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance six-month period in accordance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice requirements of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”); provided further that such delay in payment will not apply to the extent that guidance issued under Section 409A allows payment to be made when otherwise due without subjecting the Executive to additional taxes under Section 409A. (ii) Executive shall be eligible to continue to participate during the Severance Period, on the same terms and conditions that would have applied had he remained in the employ of the Company during the Severance Period, in all medical, vision, dental, life and disability plans provided to Executive pursuant to Section 2.2 at the time of such termination and which are provided by the Company to its employees following the date of termination (“Welfare Plans”), provided that Executive shall pay the amount of the employer portion of the applicable premiums for the first six months of the Severance Period, which amount will be paid on reimbursed to him in a lump sum at the end of such six-month period, provided further that the Executive shall not be required to pay the premiums for coverage under the Welfare Plans for the first payroll date six months of the Severance Period to occur during the calendar extent that guidance under Section 409A allows such premiums to be paid by the Company without subjecting the Executive to additional taxes under Section 409A. With respect to any continuation of Executive’s insurance coverage under this Section 5.3(a)(ii), the Company may require Executive to elect “COBRA”, and, in such case, the Company will, subject to the provisos to the sentence above, pay that portion of the COBRA premium that the Company pays for active employees with the same coverage for the period that Executive is eligible for COBRA. (iii) (A) if the termination of Executive’s employment occurs after the completion of the Company’s fiscal year, but prior to the payment of the bonus for that year contemplated by Section 2.6, Executive shall be entitled to receive the bonus otherwise payable in accordance with such Section (if any) at such time as bonuses are paid generally to executive officers for such year (but in no event later than March 15 of the year following the calendar year for which the bonus is payable); (B) payment by the Company to Executive of a bonus for the fiscal year in which the termination of employment occurs payable at such Date of Termination occurs, or such later time as required by bonuses are paid generally to executive officers for such year, but no later than March 15 of the year following the year for which the bonus is payable (except if later and if necessary to avoid subjecting the Executive to additional taxes under Section 409A, the date that is six months after the date the Release becomes effectiveExecutive terminates employment), or Section 23 below; provided that the first payment shall include all amounts that would have been amount (the “Prior Bonus Payment”) of which to be the greater of (i) the bonus paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive for the fiscal year immediately prior to the date of termination (if any) and (ii) the average of the bonus payments paid for the three years immediately prior to the date of termination and (C) payment by the Company to Executive of a bonus for the two years following the fiscal year in which the termination of employment occurs payable at such time as bonuses are paid generally to executive officers for such years, the amount of each bonus being the Prior Bonus Payment. (iv) the vested options to purchase the Company’s common stock that Executive currently holds other than the option granted March 17, 2004 (the “Affected Parent Options”) shall remain exercisable until such stock option would expire under this the terms of the Stock Option Agreement pursuant to which such stock option was granted, and otherwise be treated for purposes of the terms and conditions thereof as if Executive was employed by the Company until the latest possible date; (v) the option to purchase the Company’s common stock and the restricted stock granted on March 17, 2004 shall be deemed fully vested and such option shall remain exercisable for the post termination exercise period specified in the option agreement plus an extension to the later of (A) the 15th day of the third month following such post-termination exercise period or otherwise (B) December 31 of the calendar in which such post-termination exercise period would terminate (but in no event to a date after the termination of the original 10 year term); and (vi) that portion of the WebMD Health Option that would have vested on the next vesting date following the date of termination shall be deemed vested on the date of termination and the WebMD Health Option shall remain exercisable for the post termination exercise period specified in the option agreement plus an extension to the later of (A) the 15th day of the third month following such post-termination exercise period or (B) December 31 of the calendar in which such post-termination exercise period would terminate (but in no event to a date after the termination of the original 10 year term); provided further, that the continuation of the payments, benefits and option exercisability described in clause (i)-(vi) above shall cease as on the occurrence of any material breach of the Date covenants contained in Section 6 below; provided further, however, that Executive’s eligibility to participate in the Welfare Plans shall cease at such time as Executive is offered comparable coverage with a subsequent employer. If Executive is precluded from participating in any Welfare Plan by its terms or applicable law, the Company shall provide Executive with benefits that are reasonably equivalent in the aggregate to those which Executive would have received under such plan had he been eligible to participate therein (provided that the Company’s liability shall not exceed three times the amount it would incur if Executive was covered by the Company’s plans). Anything to the contrary herein notwithstanding in Section 5.2 or this Section 5.3, the Company shall have no obligation to continue to maintain any Welfare Plan solely as a result of Terminationthe provisions of this Agreement. (b) Notwithstanding anything to the contrary in this Agreement, notice by the Company to Executive that the Company wishes to terminate the Employment Period prior to or during any automatic renewal thereof pursuant to Section 3 hereof shall be deemed to be a termination by the Company without Cause pursuant to this Section 5.3. For the avoidance of doubt, any termination or expiration of the Employment Period other than pursuant to Section 5.1, 5.2, 5.5 or 5.8 hereof shall be deemed to be a termination pursuant to this Section 5.3.

Termination by the Company Without Cause. In the event that Executive’s employment is terminated by the Company pursuant to Section 5(e) for reasons other than death, Total Disability or Cause, the Company shall pay the following amounts to Executive: (i) Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination. (ii) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements referred to in Section 4(c) hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangements. (iii) An amount equal to the Base Salary that would have been payable to Executive during the remaining Term and, payable in equal monthly installments over the remaining Term. (iv) The Company mayat its expense will continue for Executive and Executive’s spouse and dependents, all health benefit plans, programs or arrangements, whether group or individual, in which Executive was entitled to participate at any time and without during the twelve-month period prior written noticeto the date of termination,(A) the date that the Term of employment would have ended but for the termination; (B) Executive’s death (provided that benefits payable to Executive’s beneficiaries shall not terminate upon Executive’s death); or (C) with respect to any particular plan, terminate program or arrangement, the date Executive without Causebecomes covered by a comparable benefit by a subsequent employer. In the event that the Executive’s employment with continued participation in any such plan, program, or arrangement of the Company is terminated without Causeprohibited, the Company will arrange to provide Executive shall receive the Accrued Benefits. In addition, the Executive shall be entitled with benefits substantially similar to receive from the Company the following: (i) severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus for the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to those which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible entitled to receive had he remained employed by the Company under such plan, program, or arrangement, for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, period. (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, Except to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided , Executive will be 100% vested in this Section 5(c) or in another section of this Agreementall benefits, or except as required by lawawards, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease and grants accrued but unpaid as of the Date date of Terminationtermination under any pension plan, profit sharing plan, supplemental and/or incentive compensation plans, and stock option plans in which Executive was a participant as of the date of termination. Executive shall have up to ninety (90) days from the date of termination to exercise stock options.

Termination by the Company Without Cause. The Company may, at any time and without prior (a) Upon written notice, terminate notice to the Executive without Cause. In from the event that Board or an appropriate officer of the Company designated by the Board, the Company may terminate the Executive’s employment with and his performance of service as a member of the Board at any time without Cause. (b) In the event of a termination of the Executive’s employment and his performance of service as a member of the Board pursuant to Section 6.5(a): (i) the Company will pay to Executive any earned but unpaid Base Salary through the date of such termination; (ii) the Company will reimburse the Executive’s unreimbursed business expenses pursuant to Section 4.3 for all expenses incurred in the performance of his duties prior to the date of such termination; (iii) the Company will pay to Executive any earned and accrued but unpaid Annual Bonus as of the date of such termination; (iv) commencing on the day immediately following the date of such termination, the Company will continue to pay to the Executive his then current Base Salary for the twelve (12) month period following such date of termination without Cause; provided, however, that if Executive is terminated without CauseCause during the period commencing on the thirtieth (30th) day immediately preceding a Change in Control (as defined below) and ending on the first anniversary date of a Change in Control, the Executive shall receive the Accrued Benefits. In addition, the Executive shall be entitled to receive from the Company the following: will (i) severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings continue to pay to Executive his then current Base Salary for tax and social security purposes, paid according to the Company’s regular payroll schedule over the twenty-four (24) months month period following the Date such date of Termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus for the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Terminationtermination, which benefits amount shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for as a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure lump sum within thirty (30) days after the date of termination, or, at the Company’s election, in accordance with the Company’s payroll practices in effect from time-to-time and (ii) pay to Executive a bonus equal to two times the highest Annual Bonus received by Executive during the three most recently completed fiscal years of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants)Company. If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur Except as specifically set forth in the calendar year following the calendar year in which such Date of Termination occursthis Section 6.5, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right no other liability or obligation hereunder by reason of offset against all severance payments for amounts owed such termination. (c) Notwithstanding any other provision in this Agreement to the contrary, Executive hereby agrees and acknowledges that he will not be entitled to and the Company shall have no obligation to pay or provide any amount or benefit provided under Section 6.5 of this Agreement unless Executive executes and delivers to the Company by the Executive (unless the amounts owed are subject to and does not revoke a good faith dispute) release satisfactory to the fullest extent not prohibited by law. Except as specifically provided Company in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by a manner consistent with the Company to the Executive under this Agreement or otherwise shall cease as requirements of the Date of TerminationAge Discrimination in Employment Act.

Termination by the Company Without Cause. The This Agreement may be terminated by the Company without Cause upon ninety (90) days' written notice thereof given to Employee. Upon the delivery of notice of such termination, the Company may, at in its discretion, and notwithstanding any time other provision of this Agreement to the contrary, limit Employee's continuing responsibilities and without prior written access to confidential information, provided that the effective date of termination shall be a mutually-agreed date, but not earlier than the 90th day following the Company's delivery of such notice, terminate the Executive without Cause. In the event that the Executive’s employment with of termination by the Company is terminated without Cause, the Executive shall receive the Accrued Benefits. In addition, the Executive shall be entitled to receive from the Company the following: (i) severance payments totaling Three Million Dollars the Company shall, at the election of Employee, either ($3,000,000)A) continue to pay Employee his then effective salary hereunder for twelve (12) months, less standard withholdings for tax and social security purposesfollowing the effective date of termination of employment, including 50% of any bonus paid according to Employee with respect to the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus for the calendar year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to immediately preceding termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue for such period to vest or have provide other benefits as provided for hereunder on the selling restrictions lapse subject to satisfaction same basis as in effect before the effective date of their terms, for a period termination of twenty four (24) months following the Date of Termination (after which time such Performance-Based Sharesemployment, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with permitted by the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect benefit plans or arrangements pursuant to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; such benefits are provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right pay the cost of offset against all severance payments providing such benefits for amounts owed to such period (determined, in the Company by case of group health benefits, based on the Executive (unless the amounts owed are subject to a good faith disputeapplicable plan's "COBRA cost") to the fullest extent that such benefits cannot prohibited by law. Except as specifically be provided in this Section 5(c) to Employee under the terms of the benefit plans or in another section of this Agreementarrangements pursuant to which such benefits are otherwise provided, or except as required by law(B) pay Employee, all (1) within fifteen (15) days of termination, a lump sum payment equal to fifty percent (50%) of Employee's salary and the cost of providing benefits provided by (determined, in the Company case of group health benefits, based on the applicable plan's "COBRA cost") hereunder for twelve (12) months, including 50% of any bonus paid or payable to Employee with respect to the Executive under this Agreement or otherwise shall cease as calendar year immediately preceding termination, and (2) the remaining fifty percent (50%) of the Date amount specified in the immediately preceding subsection (1) in three (3) equal monthly installments, with such installment payments beginning the month after the month in which payment of Terminationthe lump sum occurs, and (ii) all outstanding stock options held by Employee shall become fully vested and exercisable.

Termination by the Company Without Cause. The Except as provided in Section 6(d), if for any reason the Company may, at any time and without prior written notice, wishes to terminate the Executive without Cause. In the event that Employment Period and the Executive’s employment with hereunder (including by not extending the term of this Agreement pursuant to Section 1(c)), (i) the Company is terminated without Causeshall give notice (the “Termination Notice”) to the Executive stating such intention, (ii) the Employment Period shall terminate on the date set forth in the Termination Notice (the “Termination Date”), and (iii) a severance period shall commence upon such Termination Date for a period of thirty-six months (such period, the “Severance Period”). During the Severance Period, the Executive shall continue to receive the Accrued BenefitsBase Salary under Section 3(a), shall be entitled to an annual cash bonus pursuant to Section 3(b) (which annual cash bonus shall be the bonus paid the Executive for the performance period immediately prior to the year in which the Termination Notice is given but not greater than 100% of Base Salary) and the Executive and his eligible dependents shall continue to receive the welfare benefits under Section 3(d) (including any benefits under the Company’s long-term disability and life insurance plans) of this Agreement as if the Employment Period continued throughout the Severance Period; provided that if such plans or programs do not permit the Executive and/or his eligible dependents continued participation, the Company shall pay the Executive, quarterly, an amount which after-tax will keep him in the same economic position as if he and/or his eligible dependents had continued in such plans and/or programs. In addition, the Executive shall be entitled to receive from (x) accelerated vesting upon the Company the following: (i) severance payments totaling Three Million Dollars ($3,000,000)Termination Date of all outstanding equity awards, less standard withholdings for tax and social security purposes, paid according with all outstanding stock options or stock appreciation rights granted to the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus for the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days Executive on or after the end date of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company this Agreement remaining exercisable for no less than two years or the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fractionoriginal term, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates)if shorter, (ivy) subject payment of any earned but unpaid amounts, including bonuses for performance periods that ended prior to the Executive’s timely election under COBRATermination Date and any unreimbursed business expenses, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase payment made in accordance with Company practices in effect on the terms thereof) and (vi) vesting date of and the lapsing his termination of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance any other rights, benefits or entitlements in accordance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of the Date of Terminationits subsidiaries or affiliates.

Termination by the Company Without Cause. The Company may, at any time and without prior written notice, terminate If the employment of the Executive without Cause. In should terminate during the event that Term at the Executive’s employment with election of the Company is terminated without Cause, then the Executive Company shall receive pay or provide to the Executive: (i) the Accrued Benefits. In addition, the Executive shall be entitled to receive from the Company the following: (i) severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination (the “Post-Termination Period”), ; (ii) the Pro-Rata Bonus and any earned and accrued but unpaid Annual Cash Bonus for the year prior to the year of termination to be termination, payable when the applicable Annual Cash Bonus for such year would have otherwise been paid (notwithstanding Section 3(c)(iii), in the same time event any such termination occurs in 2015 and the same form 2014 Annual Cash Bonus has been accrued but is unpaid, such amount will be payable in cash); (iii) subject to Sections 14(l), an amount equal to: (A) if such termination occurs prior to a Change of Control (as defined in Section 6(g)(i)), an amount in cash equal to the Annual Bonus otherwise sum of: (x) Base Salary for the number of whole months that would be paid remain in the Term absent such termination; plus (but y) an amount equal to (I) 2.5 times Base Salary, times (II) the product of the number of whole months that would remain in the Term absent such termination, times 0.85, and (III) the product of (I) and (II) divided by 12, payable in equal installments over the Restricted Period (the “Severance Payments”); provided, that in no event later than 75 days after shall the end of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus Severance Payments exceed $7.0 million; and provided, further, that the Executive would have been eligible first payment of the Severance Payments shall be made on the sixtieth (60th) day after the date of termination, and will include payment of any amount of the Severance Payments that were otherwise due prior thereto; or (B) if such termination occurs upon or following a Change of Control, an amount in cash equal to receive had he remained employed by 2.99 times the Company sum of (x) Base Salary plus (y) an amount equal to the sum of the target level of the Annual Cash Bonus plus the target level of the Annual Stock Bonus for the remainder of the calendar year in which the Executive’s termination occurs occurs, as set forth in Sections 3(c) and 3(d), payable in equal installments over the Restricted Period (determined by multiplying the amount “Enhanced Severance Payments”); provided, that the Executive would have received based upon the actual level of achievement first payment of the applicable performance goals had employment continued through Enhanced Severance Payments shall be made on the end sixtieth (60th) day after the date of termination, and will include payment of any amount of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination Enhanced Severance Payments that the Executive is employed were otherwise due prior thereto; (iv) continued payment by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates)premiums for the Executive Insurance Policies in effect on the Date of Termination, for a period of two (iv2) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months years following the Date of Termination, which benefits shall be paid for by the Company subject to the same extent that the continuing eligibility requirements and other terms and conditions of such Executive Insurance Policies. The Company paid for health insurance for shall use reasonable efforts to assist the Executive prior to termination, in assuming the Executive Insurance Policies at the Executive’s expense following the expiration of such two year period; and (v) the Company shall provide the Executive with outplacement services at a level commensurate with the Executive’s Performance-Based Shares, Selling Restricted Shares position with selling restrictions that lapse based upon stock price performance and a professional outplacement organization arranged by the IPO Performance-Based Options shall remain outstanding, and continue to vest or have Company in accordance with the selling restrictions lapse subject to satisfaction of their termsCompany’s practices, for a period of twenty four (24) months following up to one year after the Date of Termination Termination, with an aggregate cost not to exceed $10,000. In addition, upon the date of any such termination (after which time A) the Promotion Grants granted hereunder and the Parent Stock grant granted under Section 3(b)(ii) of the Initial Agreement shall become fully vested and all restrictions thereon shall lapse (B) any previously granted Annual Stock Bonus shall not be forfeited but shall vest over the prescribed schedule in the Equity Plan (as if Executive had remained employed throughout such Performance-Based Shares, to period) and (C) the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options applicable performance measurement calculations shall be subject to repurchase performed in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed OPP Plan, resulting awards shall be subject granted to repurchase in accordance with Executive and vest over the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants time period set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of TerminationOPP Plan.

Termination by the Company Without Cause. The Company may, Employment Period ---------------------------------------- may be terminated at any time and without prior written notice, terminate by the Executive Company without Cause. In the event that the Executive’s employment with If the Company is terminated terminates the Employment Period without Cause, the Company shall have the following obligations to Executive shall receive the Accrued Benefits. In addition, the (but excluding any other obligation to Executive shall be entitled pursuant to receive from the Company the following: this Agreement): (i) severance payments totaling Three Million Dollars a continuation of his base salary ($3,000,000at the rate in effect at the time of such termination) for a period (the "Severance Period") commencing on the date of termination and ending on the later of (x) the second anniversary of the date of termination and (y) the fifth anniversary of the Effective Time (or such later date to which the Employment Period had been extended), less standard withholdings for tax and social security purposes, paid according to payable in accordance with the Company’s regular payroll schedule over the twenty-four (24) months following the Date third sentence of Termination (the “Post-Termination Period”)Section 2.1, (ii) any earned Executive shall be eligible to continue to participate during the Severance Period on the same terms and unpaid Annual Bonus for conditions that would have applied had he remained in the year prior employ of the Company during the Severance Period in all health, medical, dental and other welfare plans provided to Executive pursuant to Section 2.2 at the year time of such termination and which are provided by the Company to its employees following the date of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates"Welfare Plans"), (iii) a pro-rata amount of bonus equal to the Annual Bonus maximum bonus that the Executive would have been eligible payable to receive had he remained employed by the Company Executive pursuant to Section 2.6 for the remainder of the fiscal year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of Employment Period terminates, assuming that the applicable performance goals had employment continued through the end of the performance year by a fractionbeen satisfied, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits New Option shall be paid for by fully vested and exercisable as of the date on which the Employment Period terminates, and shall remain exercisable as if Executive remained in the employ of the Company to during the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereofSeverance Period; provided, however, that the Company’s repurchase rights with respect to continuation of such unvested Selling Restricted Shares salary, welfare benefits and New Option exercisability shall not be exercisable until end on the third anniversary occurrence of any circumstance or event that would constitute Cause, including, without limitation, a breach of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Termination.contained in

Termination by the Company Without Cause. The Company may, at any time and without prior written notice, may terminate the Executive Executive’s employment without Cause. In the event that If the Executive’s employment with the Company is terminated without Cause, the Executive shall receive the Accrued Benefits. In addition, the Executive shall be entitled to receive from the Company the following: (i) severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus for the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in which the Executive’s without Cause (excluding any termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject due to the Executive’s timely election under COBRAdeath or Disability), continuation of health insurance benefits for twenty four (24) months following then the Company will pay the Executive: a. all Accrued Compensation; b. a severance payment equal to the Executive’s Base Salary immediately preceding the Termination Date of Termination, which benefits shall be paid for by to the Executive in twelve (12) equal monthly installments on the first business day of each month following the Termination Date except that the first payment shall not be sooner than the eighth day following the date on which the Executive delivers to the Company the release referred to in Section 10B(ii)(D) below; (C) directly, or by reimbursing the Executive for, the monthly premium for continuation coverage under the Company’s health and dental insurance plans, to the same extent that such insurance is provided to persons currently employed by the Company, provided that the Executive makes a timely election for such continuation coverage under the Consolidate Omnibus Budget Reconciliation Act of 1985 (“COBRA”). The “qualifying event” under COBRA shall be deemed to have occurred on the Termination Date. The Company’s obligation under this paragraph shall end 12 months after the Termination Date or at such earlier date as the Executive becomes eligible for comparable coverage under another employer’s group coverage. The Executive agrees to notify the Company paid for health insurance for the Executive prior promptly and in writing of any new employment and to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering make full disclosure to the Company of the health and dental insurance coverage available to him through such new employment; and (D) The Company shall not be obligated to make the payments otherwise provided for in Sections 10B(ii)(B) and (C) unless the Executive provides to the Company, and does not revoke, a general release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid satisfactory to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of TerminationCompany.

Termination by the Company Without Cause. (a) The Company may, may terminate the Executive's employment at any time and for whatever reason it deems appropriate or without prior written noticereason; provided, terminate the Executive without Cause. In however, that in the event that such termination is not pursuant to Section 6.1 (Death), 6.2 (Disability), 6.3 (Due Cause) or 6.5 (Voluntary Termination), the Company shall pay to the Executive’s employment with the Company is terminated without Cause, the Executive shall receive the Accrued Benefits. In addition, the Executive shall be entitled to receive from the Company the following: : (i) severance payments totaling Three Million Dollars on the date of termination, the base salary provided for in Section 3.1 ($3,000,000), less standard withholdings for tax and social security purposes, paid according at the annual rate then in effect) accrued to the Company’s regular payroll schedule over date of termination and not theretofore paid to the twenty-four (24) months following the Date of Termination (the “Post-Termination Period”), Executive; and (ii) on the date of termination, any earned and unpaid Annual Bonus for amount of the year prior Transaction Bonuses not theretofore paid to the year Executive pursuant to Section 3.3 hereof (whether or not such Transaction Bonuses shall be payable pursuant to the terms of termination Section 3.3(a) and 3.3(b)), provided, however, that in the event the Company attempts to sell or otherwise dispose of the PROH Division and fails to do so and ceases such efforts (such determination to be paid in made by resolution of the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end Board of Directors of the Company’s fiscal year ) on or before the date of termination of the Executive's employment then the Transaction Bonus payable upon a sale or other disposition of the PROH Division shall not be payable hereunder (unless due and payable pursuant to which such bonus relatesSection 3.3(b) as a result of the prior refinancing or repayment of the Subordinated Debentures), ; and (iii) on the date of termination, a pro-rata rated amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder each unpaid installment of the year in which Retention Bonus payable under Section 3.4 equal to the Executive’s termination occurs product of (determined by multiplying x) the amount the Executive would have received based upon the actual level of achievement such unpaid installment of the applicable performance goals had employment continued through the end of the performance year Retention Bonus multiplied by (y) a fraction, the numerator of which is the number of days during from the performance year date hereof to the date of termination that of the Executive is employed by the Company Executive's employment, and the denominator of which is 365the number of days from the date hereof until January 2, 2000, in the case of the installment payable pursuant to Section 3.4(a), such pro-rata amount to be paid and June 30, 2000, in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end case of the Company’s fiscal year installment payable pursuant to which such bonus relatesSection 3.4(b), ; and (iv) subject to in the Executive’s timely election event that such termination occurs after June 30, 2000, a bonus under COBRASection 3.5, continuation of health insurance benefits for twenty four pro-rated (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereofprinciples of Section 6.4(a)(iii)) and (vi) vesting of and from the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate prior June 30 or January 2, as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; providedapplicable, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary date of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days termination of the Executive’s receipt of such notice 's employment. (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or b) Rights and benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code Executive or his transferee under the other benefit plans and programs of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments be continued for amounts owed to two (2) years following the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Termination.date of

Termination by the Company Without Cause. (a) The Company may, at any time shall have the right to terminate this Agreement and without prior written notice, terminate the Executive without Cause. In the event that the ExecutiveEmployee’s employment with without cause upon 10 days’ written notice to Employee. If the Company is terminated terminates this Agreement and Employee’s employment without Causecause pursuant to this Section 2.3, the Executive (a) Employee shall receive the Accrued Benefits. In addition, the Executive shall be entitled to receive from the Company the following: in a single lump sum within 60 (isixty) severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus for the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end date of termination an amount equal to the Company’s fiscal year to which such bonus relates)Base Compensation, (iii) a pro-rata amount as that term is defined in Section 3.1 of the Annual Bonus that the Executive this Agreement, Employee would have been eligible to receive had he remained employed by the Company received for the remainder of the year then current term of this Agreement had Employee not been terminated, and (b) for the remainder of such term Employee shall be entitled to continue pre-existing coverage for Employee and any dependents under any applicable medical plans described in Section 3.4 of this Agreement as long as Employee continues to make the same monthly payments and copayments which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based been applicable if Employee’s employment had not been terminated; provided that any payments or benefits under this Section 2.3(a) shall be contingent upon the actual level Employee executing a general release of achievement all claims in favor of the applicable performance goals had employment continued through the end of the performance year by Company in a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount form acceptable to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit Awhich release shall be provided to Employee within ten (10) business days following Employee’s termination of employment, and on such release becoming which must be executed by Employee and become effective (and no longer subject to revocation) within sixty (60) days following Employee’s termination of employment (or such shorter period of time as the Date Company may determine). Following the date of Termination termination of employment, Employee shall not receive any further compensation pursuant to Sections 3.2, 3.3 or the non-medical benefits described in Section 3.4 of this Agreement except as required by the terms of such benefit plans. In the event of termination without cause, Employee acknowledges that the Company shall have no liability to Employee whatsoever other than its obligation to make the lump sum payment described above and to provide continuation of coverage under any applicable medical plans for the remainder of the then current term of this Agreement, and subsequently to provide Employee with medical benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985 as amended (“COBRA”) and other benefits to which Employee may be entitled under the terms of any benefit plan or arrangement in accordance with the terms thereof notwithstanding termination of Employee’s employment. (b) It is intended that (i) each payment or installment of payments provided under this Agreement is a separate “Release Deadline”payment” for purposes of Internal Revenue Code Section 409A and (ii) the payments satisfy, to the greatest extent possible, the exemptions from the application of Section 409A, including those provided under Treasury Regulation Sections 1.409A-1(b)(4) (regarding short-term deferrals), 1.409A-1(b)(9)(iii) (regarding the two-times, two year exception), and 1.409A-1(b)(9)(v) (z) regarding reimbursements and other separation pay). Any amounts which don’t meet the Executive’s compliance with short term deferral exception but do meet the restrictive covenants set forth two-times/two year exception shall be paid no later than the last day of the second year following the year in Sections 6 and 8(a)which occurs the date of termination. Notwithstanding anything to the contrary in this Agreement, if any payments to be provided to Employee do not qualify under the exemptions from Section 409A described in the first sentence of this paragraph (b)) and are not otherwise exempt from Section 409A, then such nonqualifying payments shall be delayed until the date that is six (6) months after the date of termination. Any delayed payments shall be made in a lump sum on the first day of the seventh month following the date of termination. (c) Notwithstanding paragraph (a) above, if the provision of medical benefits coverage pursuant to paragraph (a) above would be discriminatory within the meaning of Section 105(h) of the Internal Revenue Code, then to the extent necessary to prevent such discrimination, Employee shall pay the full cost of such coverage (including both the normal Employee and Company share) and shall not be reimbursed by the Company for doing so. (d) and (eIn order to facilitate compliance with Section 409(A) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code and notwithstanding any other provision of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid this Agreement to the Executive if payment had commenced on contrary: (i) except for the Date of Termination. The Executive agrees that 6 month delay described in paragraph (b) above, the Company and Employee shall have a right of offset against all severance payments for amounts owed to neither accelerate nor defer or otherwise change the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive time at which any payment due under this Agreement or otherwise is to be made, and (ii) the date of termination of employment of Employee shall cease as be determined in a manner consistent with the definition of “separation from service” within the Date meaning of TerminationCode Section 409A and regulations thereunder.

Termination by the Company Without Cause. The It is expressly acknowledged and agreed that if Executive’s employment shall be terminated by Company mayfor any reason, except as set forth in Sections 7.1 and 7.2(i), at any time prior to the expiration of the Employment Term, then all of the obligations under Sections 1 through 4 and 6 of the Company and Executive shall cease except that the Company shall pay, or provide the following benefits, to Executive without prior written notice, terminate further recourse or liability to the Company: (i) an amount equal to the unpaid portion of Executive’s Current Base Salary earned through the Termination Date; (ii) an amount equal to the prorata Annual Management Bonus for the completed portion of the current annual pay period where the total Annual Management Bonus is determined in accordance with Section 6.2; (iii) an amount equal to the value of Executive’s vacation accrued as of the Termination Date; (iv) provided the Executive without Cause. In is in then compliance with and has complied with the event that Amended and Restated Non-Competition and Proprietary Information Agreement, one (1) year’s Current Base Salary as severance paid in bi-weekly payments for one (1) year (the “Initial Salary Continuation Period”); (v) provided the Executive is then in compliance with and has complied with the Amended and Restated Non-Competition and Proprietary Information Agreement, if the Executive has not found a full time comparable executive position with another employer during the Initial Salary Continuation Period, the Company will extend the bi-weekly payment on a month-to-month basis until the earlier to occur of (A) one (1) additional year (26 additional bi-weekly payments) or (B) the date Executive secures full-time employment, in each case subject only to the Executive’s obligation to inform the Company’s Human Resources Department that Executive’s search for replacement employment is ongoing and continuing in good faith on the 15th of each month following the expiration of the Initial Salary Continuation Period, provided that any payments pursuant to this Section 8.2.2(v) shall be offset by income earned from consulting fees with the Company, by short term and/or sporadic consulting fees earned from any other business entity or by income received for part time employment with another business entity; and (vi) notwithstanding anything herein or in the governing plan, stock or option agreement to the contrary, (a) all shares of restricted stock then held by the Executive shall immediately vest and (b) all stock options then held by the Executive shall continue to vest in accordance with the vesting schedule therein and remain exercisable for the remaining option term without regard to any continued employment or other relationship with the Company is terminated without Cause, (with the Executive shall receive the Accrued Benefits. In addition, the Executive shall be entitled to receive from the Company the following: (i) severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the twenty-four (24) months following the Date exception of Termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus for the year prior to the year of a termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed Consulting Term by the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements cause (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Consulting Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Termination)).

Termination by the Company Without Cause. (a) The Company may, may terminate this Agreement at any time and without prior Cause by written notice, terminate notice to the Executive without Cause. In effective upon receipt or on a later termination date agreed with the event that Executive. (b) If the Company terminates the Executive’s employment with the Company is terminated without Cause, the Executive shall receive the Accrued Benefits. In addition, Company will pay the Executive shall be entitled to receive from the Company the following: (i) severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over Base Salary due the twenty-four (24) months following Executive through the Date date of Termination (the “Post-Termination Period”)termination, (ii) for any earned accrued PTO not taken at the time of termination, and unpaid Annual Bonus (iii) any other amounts to which the Executive is entitled at the time of termination under any bonus or compensation plan or practice of the Company; provided, however, that any bonus payments under the MICP will be governed by Section 6.2(c)(ii) below and not this Section. (c) In addition, and provided that the Executive executes and does not revoke a Release as provided in Section 7 and complies with Section 6.7(b), the Company will pay or grant the Executive, in lieu of any other severance benefits or any other compensation, the benefits set forth in this subsection (c) below (“Severance Benefits”); provided, however, that if the Company has established any compensation plan or severance benefit that is more favorable to the Executive than any of the Severance Benefits, the Company will pay to the Executive such more favorable benefit in lieu of the corresponding Severance Benefit set forth below: (i) An amount equal to the Base Salary for a period of twelve (12) months from the date of termination, less any payroll withholding and deductions due on such salary in accordance with applicable law, payable as a lump sum payment no later than the first business day following the date on which the Executive’s right to revoke any waiver and release of legal claims has expired unexercised (which revocation period will not exceed seven calendar days following the date the Executive signs the waiver and release); (ii) If, at the time of termination of this Agreement, the Company has not yet paid to the Executive a bonus under the MICP for the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of preceding the year in which the Executive’s termination occurs (determined by multiplying the amount this Agreement is terminated, the Executive would have received based upon will be eligible for such bonus on the actual same basis as other executive level of achievement of employees, and if other executive level employees receive a bonus under the applicable performance goals had employment continued through MICP for the end of the performance year by a fractionpreceding year, the numerator of which is the number of days during the performance year of termination that Company will pay the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject pursuant to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereofMICP; provided, however, that the percentage of the Company’s repurchase rights with respect to achievement of corporate goals which is used in the calculation of a portion of such unvested Selling Restricted Shares shall not bonus, will be exercisable until the third anniversary same as the percentage established by the compensation committee of the Date Board for other executive level employees; and provided further that the percentage of Termination. Notwithstanding the foregoing, the Executive’s entitlement to achievement of his personal goals for the severance payments preceding year, which is used in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company calculation of a release portion of claims against such bonus, will not be less than the Company, average of the percentages achieved in a form attached hereto as Exhibit A, and on such release becoming effective within sixty the preceding three (603) days following the Date of Termination years; (the “Release Deadline”), and (ziii) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements A Bonus (as defined below), provided, however, that ) for the year in which this Agreement is terminated prorated for the period during such year the Executive shall be given notice was employed prior to the date of any alleged breach and an opportunity to cure within thirty termination (30) days or the full amount of the Bonus if the Executive’s receipt employment is terminated within six (6) months prior to or twelve (12) months following a Change of such notice Control), payable as a lump sum payment no later than the first business day following the date on which the Executive’s right to revoke any waiver and release of legal claims has expired unexercised (without regard to timing requirements related to compliance of such covenantswhich revocation period will not exceed seven calendar days following the date the Executive signs the waiver and release). If a Change of Control occurs after the Company pays the prorated Bonus, then the remainder of the Bonus will be payable as a lump sum payment no later than ten (10) days after the effective date of the Change of Control and, for this purpose, a Change of Control will occur only to the extent the transaction also meets the definition used for purposes of Treasury Regulation Section 1.409A-3(a)(5), that is, as defined under Treasury Regulation Section 1.409A-3(i)(5). “Bonus” means the average of the bonuses awarded to the Executive for each of the three (3) fiscal years prior to the date of termination, or such lesser number of fiscal years as may be applicable if the Executive has been employed for less than three (3) full fiscal years on the date of termination. For purposes of determining the Executive’s Date of Termination occurs at Bonus, to the extent the Executive received no bonus in a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which other executives received bonuses, such Date of Termination occursyear will still be taken into account (using zero (0) as the applicable bonus) in determining the Executive’s Bonus, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of but if the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar Executive did not receive a bonus for a year in which no executive received a bonus, such Date year will not be taken into account. If any portion of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid bonuses awarded to the Executive if payment had commenced on consisted of securities or other property, the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company fair market value thereof will be determined in good faith by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Termination.Board;

Termination by the Company Without Cause. The Company mayCompany, in the sole discretion of the Board and effective upon delivery of not less than 30 days’ advance written notice to the Executive, may terminate this Agreement and the Executive’s employment hereunder at any time and for any reason, including without prior written notice, terminate the Executive without “Cause. .” In the event that the Company terminates the Executive’s employment with the Company is terminated without Cause, the Executive shall receive the Accrued Benefits. In addition, the Executive shall be entitled to receive from the Company the following: under this Section 5(e): (i) severance payments totaling Three Million Dollars the Company shall make the Base Termination Payments ($3,000,000as defined in Section 5(a)(i), less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination (the “Post-Termination Period”), ; (ii) any earned and unpaid Annual Bonus for subject to Section 5(f), conditioned upon receipt by the year prior Company of a general release in form reasonably acceptable to the year Company and expiration of termination any revocation period applicable to such release without the Executive having revoked such release, and in lieu of any severance benefits that may otherwise be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end payable under any other severance plan or policy of the Company’s fiscal year , the Company (A) shall continue to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that pay to the Executive would have been eligible to receive had he remained employed by as severance her Salary at the Company for rate then in effect on the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year date of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) 12 months following the Date date of Termination (after which time termination, such Performance-Based Sharespayments to be made by the Company at the times, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase applicable withholdings and otherwise in accordance with the terms thereof) Company’s general payroll practices and policies, and (viB) vesting pay or reimburse the Executive for the cost of COBRA continuation medical and dental insurance coverage for the lapsing of Executive for the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six 12 month severance period (36) month period following the Date of Termination and less any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereofrequired taxes or withholdings); provided, however, that if the Company’s repurchase rights with respect Company determines in its sole discretion that it cannot provide the foregoing COBRA benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide to such unvested Selling Restricted Shares the Executive a taxable lump-sum payment in an amount equal to the monthly (or then remaining) COBRA premium that Executive would be required to pay to continue her group health coverage for herself as in effect on the termination date (which amount shall not be exercisable based on the premium for the first month of COBRA coverage) until the third anniversary date that is 180 days following the Executive’s date of the Date of Terminationtermination. Notwithstanding the foregoing, any severance payments that otherwise would be required to be made under this subparagraph (iv) within 45 days following the Executive’s entitlement to date of termination shall instead be made on the severance payments in this Section 5(c) Company’s first normal payroll date that is conditioned on (y) more than 45 days following the Executive’s executing and delivering to the Company date of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty termination; and (60iii) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of retain and receive any alleged breach other rights or benefits (to the extent earned and an opportunity to cure within thirty (30) days vested as of the Executive’s receipt date of termination) under any Company employee benefit plans or arrangements in accordance with the terms of such notice plans and arrangements; and (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, iv) except as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically otherwise expressly provided in this Section 5(c) or in another section 5(e), any and all other rights of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement to receive a Salary, bonus or otherwise other compensation or benefits shall cease terminate as of the Date effective date of Terminationtermination.

Termination by the Company Without Cause. The Except as provided in Section 6(d) or 6(h), if for any reason the Company may, at any time and without prior written notice, wishes to terminate the Executive without Cause. In the event that Employment Period and the Executive’s employment with hereunder (including by not extending the term of this Agreement pursuant to Section 1(c)), (i) the Company is terminated without Causeshall give notice (the “Termination Notice”) to the Executive stating such intention, (ii) the Employment Period shall terminate on the date set forth in the Termination Notice (the “Termination Date”), and (iii) a severance period shall commence upon such Termination Date for a period of twenty-four months (such period, the “Severance Period”). During the Severance Period, the Executive shall (1) continue to receive the Accrued BenefitsBase Salary under Section 3(a) and to be reimbursed for any reasonable expenses incurred by the Executive in the performance of any of his continuing obligations hereunder, (2) shall be entitled to an annual cash bonus pursuant to Section 3(b) (which annual cash bonus shall be the bonus paid the Executive for the performance period immediately prior to the year in which the Termination Notice is given and paid on the last day of each calendar year during the Severance Period) and (3) the Executive and his eligible dependents shall continue to receive the welfare benefits under Section 3(d) (including any benefits under the Company’s long-term disability and life insurance plans) of this Agreement as if the Employment Period continued throughout the Severance Period; provided that if such plans or programs do not permit the Executive and/or his eligible dependents continued participation, the Company shall pay the Executive, quarterly, an amount which after-tax will keep him in the same economic position as if he and/or his eligible dependents had continued in such plans and/or programs. In addition, the Executive shall be entitled to receive from (x) accelerated vesting upon the Company the following: (i) severance payments totaling Three Million Dollars ($3,000,000)Termination Date of all outstanding equity awards, less standard withholdings for tax and social security purposes, paid according with all outstanding stock options or stock appreciation rights granted to the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus Executive remaining exercisable for the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later less than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for two years or the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fractionoriginal term, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates)if shorter, (ivy) subject payment of any earned but unpaid amounts, including bonuses for performance periods that ended prior to the Executive’s timely election under COBRATermination Date and any unreimbursed business expenses, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase payment made in accordance with Company practices in effect on the terms thereof) and (vi) vesting date of and the lapsing his termination of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance any other rights, benefits or entitlements in accordance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of the Date of Terminationits subsidiaries or affiliates.

Termination by the Company Without Cause. The Company may, at any time and may terminate your employment without prior “Cause” immediately upon written notice. If such termination is without Cause and not by reason of your Disability, terminate the Executive without Cause. In the event that the Executive’s employment with the Company is terminated without Causethen, the Executive shall receive in addition to the Accrued Benefits. In additionObligations, the Executive shall and in lieu of any other severance benefits otherwise payable under any Company policy or plan in effect, you will be entitled to receive from the Company the following: (i) severance payments totaling Three Million Dollars continued payment of your Base Salary for six ($3,000,000), less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the twenty-four (246) months following the Date of Termination (the “Post-Termination Period”)months, (ii) any earned should you be eligible for and unpaid Annual Bonus timely elect COBRA coverage, payment of your COBRA premiums, less the amount charged to active employees for the year prior health coverage, for up to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid six (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), 6) months (iii) payment of a pro-rata amount portion of your Annual Bonus (assuming for purposes of this payment that your Annual Bonus is equal to 30% of your Base Salary) and (iv) immediate vesting of any unvested options, restricted stock, restricted stock units, or other equity awards that are outstanding immediately prior to the date of termination and, but for the termination of your employment, would have vested during the six (6) month period immediately following the date of termination (collectively, the “Severance Benefits”). Your right to the Severance Benefits shall be conditional upon (x) your continuing compliance with the restrictive covenants contained in Section 9, (y) your continuing material compliance with the provisions of Section 10, and (z) your execution of a release of claims relating to your employment in a form prepared by and satisfactory to the Company (the “Release of Claims”). You must execute the Release of Claims within forty-five (45) days following the date of the Annual Bonus that termination of your employment (which release shall be delivered to you within five (5) days following the Executive would have been eligible to receive had he remained employed by date of such termination). The first payment of continued Base Salary and COBRA premiums, together with the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would payable pursuant to subsection (iii) above, pursuant to this Section 8(d) shall be paid (but in no event later than 75 days after made on the end effective date of the Company’s fiscal year to which such bonus relatesRelease of Claims as set forth in this Section 8(d), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that if the Company’s repurchase rights with respect time period to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing consider and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where revoke the Release Deadline could occur in the calendar year following the calendar year in of Claims covers two of your taxable years, payment of Severance Benefits of which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “portion is treated as non-qualified deferred compensation” under compensation pursuant to Section 409A of the Internal internal Revenue Code of 1986, as amended (will begin in the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Terminationtaxable year.

Termination by the Company Without Cause. The Except as provided in Section 6(d), if for any reason the Company may, at any time and without prior written notice, wishes to terminate the Executive without Cause. In the event that Employment Period and the Executive’s employment with hereunder (including by not extending the term of this Agreement pursuant to Section 1(c)), (i) the Company is terminated without Causeshall give notice (the “Termination Notice”) to the Executive stating such intention, (ii) the Employment Period shall terminate on the date set forth in the Termination Notice (the “Termination Date”), and (iii) a severance period shall commence upon such Termination Date for a period of twenty-four (24) months (such period, the “Severance Period”). During the Severance Period, the Executive shall continue to receive the Accrued BenefitsBase Salary under Section 3(a), shall be entitled to an annual cash bonus pursuant to Section 3(b) (which annual cash bonus shall be the bonus the Company paid to the Executive for the performance period immediately prior to the year in which the Termination Notice is given but not greater than the Executive’s current target bonus opportunity) and the Executive and his eligible dependents shall continue to receive the welfare benefits under Section 3(d) (including any benefits under the Company’s long-term disability and life insurance plans) of this Agreement as if the Employment Period continued throughout the Severance Period; provided that if such plans or programs do not permit the Executive and/or his eligible dependents continued participation, the Company shall pay the Executive, quarterly, an amount (not to exceed $50,000 per year) which after tax will keep him in the same economic position as if he and/or his eligible dependents had continued in such plans and/or programs. In addition, the Executive shall be entitled to receive from (x) accelerated vesting upon the Company the following: (i) severance payments totaling Three Million Dollars ($3,000,000)Termination Date of all outstanding equity awards, less standard withholdings for tax and social security purposes, paid according with all outstanding stock options or stock appreciation rights granted to the Company’s regular payroll schedule over Executive on or after the twenty-four (24) months following the Date date of Termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus this Agreement remaining exercisable for the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later less than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for two years or the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fractionoriginal term, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates)if shorter, (ivy) subject payment of any earned but unpaid amounts, including bonuses for performance periods that ended prior to the Executive’s timely election under COBRATermination Date and any unreimbursed business expenses, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase payment made in accordance with Company practices in effect on the terms thereof) and (vi) vesting date of and the lapsing his termination of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”)employment, and (z) the Executive’s compliance any other rights, benefits or entitlements in accordance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of the Date of Terminationits subsidiaries or affiliates.

Termination by the Company Without Cause. The If (i) the Employee is terminated by the Company mayfor any reason other than for Cause, at any time Disability or death, (ii) if the Employee is terminated by the Company for what the Company believes is Cause or Disability, and without prior written notice, terminate the Executive without Cause. In the event it is ultimately determined that the Executive’s employment with the Company is Employee was terminated without CauseCause or Disability, the Executive shall receive the Accrued Benefits. In addition, the Executive Employee shall be entitled to receive from the Company the following: receive, as severance, his/her Base Salary for a period of three months (i) severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the twenty-four (243) months following the Date of Termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus for the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereofDate; provided, however, that if such termination occurs at any time within one year after the occurrence of, or in contemplation of, a Change of Control then Employee shall be entitled to receive his/her Base Salary for a period of one year following the Termination Date. Such payment of Base Salary shall be made in accordance with the normal payroll practices of the Company’s repurchase rights , net of applicable taxes, tax withholdings and employee portions of medical and dental insurance premiums, if any. During this period, the Company shall also continue to pay the Company portion of premiums, if any, to continue medical and dental coverage pursuant to the provisions of the existing plan or of the Consolidated Omnibus Budget Reconciliation Act. During this period, the Company will also continue Employee's life insurance and disability coverage, to the extent permitted under applicable policies, and will pay to the Employee the fringe benefits pursuant to section 5 which have accrued prior to the Termination Date. Incentive bonus, if any, for the year of termination will be prorated based on the Termination Date and paid in accordance with respect to such unvested Selling Restricted Shares the annual bonus payment schedule. Notwithstanding the forgoing, the Company shall not be exercisable until the third anniversary obligated to make any of the Date of Termination. Notwithstanding payments or provide the foregoing, the Executive’s entitlement to the severance payments in other benefits called for by this Section 5(csection 6(d) is conditioned on unless (yi) the Executive’s executing Employee signs a waiver and delivering to the Company of a release of all claims against the Company, the Parent Company and its subsidiaries in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following acceptable to the Date of Termination (the “Release Deadline”)Company, and (zii) the Executive’s compliance with the restrictive covenants set forth Employee is not in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Terminationincluding sections 7 and 8.

Termination by the Company Without Cause. The Company may, at any time and without prior written notice, terminate the Executive without Cause. In the event that the If Executive’s employment with is terminated by the Company is terminated without CauseCause during the Term, the Executive shall receive the Accrued Benefits. In addition, the Executive shall be entitled to receive from the Company the following: then: (i) severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings for tax and social security purposes, paid according The Company will pay the Accrued Obligations to the Company’s regular payroll schedule over the twenty-four (24) months Executive promptly following the Date effective date of Termination (the “Post-Termination Period”), such termination; (ii) any earned The Company will pay Executive a total amount equal to eighteen (18) months of Executive’s then current Base Salary, less applicable taxes and unpaid Annual Bonus for the year prior to the year of termination deductions; to be paid made in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase approximately equal biweekly installments in accordance with the terms thereofCompany’s usual payroll practices over a period of eighteen (18) and (vi) vesting of and months beginning after the lapsing effective date of the selling restrictions applicable separation agreement described in Section 4(d); (iii) The Company will continue to provide medical insurance coverage for Executive and Executive’s family, subject to the requirements of COBRA and subject to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as payment of a premium co-pay related to the number coverage that is no less favorable than the premium co-pay charged to active employees of Selling Restricted Shares the Company electing the same coverage, for eighteen (18) months from the Separation Date; provided, that the Company shall have no obligation to provide such coverage if Executive fails to elect COBRA benefits in a timely fashion or if Executive becomes eligible for medical coverage with respect to which the selling restrictions another employer; and (iv) That portion of unvested options then held by Executive, if any, that would have lapsed through vested during the Date of Termination and for an additional thirty six twelve (3612) month period following the Date effective date of Termination employment termination but for such termination shall vest and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with immediately exercisable as of the terms thereof; provideddate of the employment termination. That portion of the shares of restricted stock then held by Executive, howeverif any, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith disputelapsing forfeiture right that would have terminated during the twelve (12) to month period following the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section effective date of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease employment termination but for such termination will terminate as of the Date date of Terminationthe employment termination. All options and shares of restricted stock shall otherwise be subject to the terms and conditions of their respective agreements and with the applicable plan.

Termination by the Company Without Cause. The Company may, at any time and without prior written notice, terminate the Executive without Cause. In the event that the Executive’s employment with the Company is terminated without Cause, the Executive shall receive the Accrued Benefits. In addition, the Executive shall be entitled to receive from the Company the following: (i) severance payments totaling Three Million Dollars The Company shall give Employee not less than thirty ($3,000,000)30) days prior written notice of the termination of his employment without Cause and the Company shall have the option of amending, less standard withholdings for tax suspending or terminating Employee’s duties and social security purposes, paid according responsibilities prior to the Companyexpiration of the thirty-day notice period (for which purposes no Diminution of Responsibility shall be deemed to have occurred). (ii) If such termination shall occur, the Company shall (A) continue to pay Employee monthly compensation equal to one-twelfth of Employee’s regular payroll schedule over then current Base Salary for a period of fifteen (15) months following the date of such termination, and (B) on the date on which performance bonuses are paid to all Company employees, pay Employee a lump sum equal to the cash portion of the Performance bonus at the Target Level applicable to the year in which such termination occurs, pro rated to reflect the date of Employee’s termination (the “Pro-Rated Performance Bonus”). (iii) If such termination shall occur within eighteen (18) months immediately following a Change of Control, then in lieu of amounts due under paragraph (ii) above, the Company shall (A) within five (5) days following the date of such termination, pay Employee his target annual bonus for the current fiscal year on a pro rata basis corresponding to the date of termination, and (B) continue to pay Employee monthly compensation equal to one-twelfth of Employee’s then current Base Salary plus annual target bonus for a period of twenty-four (24) months following the Date date of Termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus for the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (zC) immediately accelerate the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice exercisability of any alleged breach and an opportunity all unvested stock options granted to cure within thirty (30) days of the Executive’s receipt of such notice (without regard Employee to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease purchase Common Stock as of the Date date of Terminationsuch termination.

Termination by the Company Without Cause. The 7.5.1. Upon written notice to the Employee from the Board or an appropriate officer of the Company maydesignated by the Board, the Company may terminate the Employee’s employment at any time and without prior written notice, terminate the Executive without Cause. 7.5.2. In the event that of a termination of the ExecutiveEmployee’s employment with the Company is terminated without Cause, the Executive shall receive the Accrued Benefits. In addition, the Executive shall be entitled pursuant to receive from the Company the followingSection 7.5.1: (i) severance payments totaling Three Million Dollars the Company will pay to Employee any earned but unpaid Base Salary through the date of such termination; ($3,000,000ii) the Company will reimburse the Employee’s unreimbursed business expenses pursuant to Section 4.3 for all expenses incurred in the performance of his duties prior to the date of such termination; (iii) the Company will pay to Employee any earned and accrued but unpaid Annual Bonus as of the date of such termination; (iv) commencing on the day immediately following “the date of such termination, the Company will continue to pay to the Employee his then current Base Salary until the expiration of the later of: (a) the second anniversary of the Effective Date, or (b) the twelve (12) month period following such date of termination without Cause; provided, however, that if Employee is terminated without Cause following a Change in Control (as defined below), less standard withholdings for tax and social security purposesthe Company will continue to pay to Employee his then current Base Salary until the expiration of the later of: (a) the second anniversary of the Effective Date, paid according to the Company’s regular payroll schedule over or (b) the twenty-four (24) months month period following the Date such date of Termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus for the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Terminationtermination, which benefits amount shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for as a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure lump sum within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by after the date of termination, or, at the Release becomes effectiveCompany’s election, or in accordance with the Company’s payroll practices in effect from time-to-time. Except as specifically set forth in this Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that 7.5, the Company shall have a right no other liability or obligation hereunder by reason of offset against all severance payments for amounts owed such termination. 7.5.3. Notwithstanding any other provision in this Agreement to the contrary, Employee hereby agrees and acknowledges that he will not be entitled to and the Company shall have no obligation to pay or provide any amount or benefit provided under Section 7.5 of this Agreement unless Employee executes and delivers to the Company by the Executive (unless the amounts owed are subject to and does not revoke a good faith dispute) release satisfactory to the fullest extent not prohibited by law. Except as specifically provided Company in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by a manner consistent with the Company to the Executive under this Agreement or otherwise shall cease as requirements of the Date of TerminationAge Discrimination in Employment Act.

Termination by the Company Without Cause. The Except as provided in Section 6(d) or 6(h), if for any reason the Company may, at any time and without prior written notice, wishes to terminate the Executive without Cause. In the event that Employment Period and the Executive’s employment with hereunder (including by not extending the term of this Agreement pursuant to Section 1(c)), (i) the Company is terminated without Causeshall give notice (the “Termination Notice”) to the Executive stating such intention, (ii) the Employment Period shall terminate on the date set forth in the Termination Notice (the “Termination Date”), and (iii) a severance period shall commence upon such Termination Date for a period of 18 months (such period, the “Severance Period”). During the Severance Period, the Executive shall (1) continue to receive the Accrued BenefitsBase Salary under Section 3(a)(i) and to be reimbursed for any reasonable expenses incurred by the Executive in the performance of any of his continuing obligations hereunder, (2) be entitled to an annual cash bonus pursuant to Section 3(b) (which annual cash bonus shall be the bonus (including any retention amounts) paid the Executive for the performance period immediately prior to the year in which the Termination Notice is given and paid on the last day of each calendar year during the Severance Period) and (3) the Executive and his eligible dependents shall continue to receive the welfare benefits under Section 3(d) (including any benefits under the Company’s long-term disability and life insurance plans) of this Agreement as if the Employment Period continued throughout the Severance Period; provided that if such plans or programs do not permit the Executive and/or his eligible dependents continued participation, the Company shall pay the Executive, quarterly, an amount which after-tax will keep him in the same economic position as if he and/or his eligible dependents had continued in such plans and/or programs. In addition, the Executive shall be entitled to receive from (x) accelerated vesting upon the Company the following: (i) severance payments totaling Three Million Dollars ($3,000,000)Termination Date of all outstanding equity awards, less standard withholdings for tax and social security purposes, paid according with all outstanding stock options or stock appreciation rights granted to the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus Executive remaining exercisable for the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later less than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for two years or the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fractionoriginal term, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates)if shorter, (ivy) subject payment of any earned but unpaid amounts, including bonuses for performance periods that ended prior to the Executive’s timely election under COBRATermination Date and any unreimbursed business expenses, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase payment made in accordance with Company practices in effect on the terms thereof) and (vi) vesting date of and the lapsing his termination of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance any other rights, benefits or entitlements in accordance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of the Date of Terminationits subsidiaries or affiliates.

Termination by the Company Without Cause. The At any time after the commencement of this Agreement, the Company may, at any time and without prior written notice, terminate the Executive without Cause. In the event that the Executive’s employment with the Company is terminated without Cause, terminate this Agreement and the Executive shall receive Executive's employment hereunder, effective 30 days after written notice is provided to the Accrued BenefitsExecutive. In additionUpon such termination of the Employment Term pursuant to this section 3.4, the Executive shall be entitled to receive from the Company payment of (A) the following: Base Compensation (and Deferred Compensation) for the duration of the Employment Term and (B) all benefits for either (X) the remaining portion of the Employment Term or (Y) for one year, whichever is greater. In addition, Allegheny shall cause (i) severance payments totaling Three Million Dollars the maximum number of shares of Allegheny's common stock ($3,000,000), less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus except for the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year Escrow Shares) to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible entitled pursuant to receive section 1 of the Purchase Agreement had he remained employed this Agreement not been terminated as determined by the Company for Average Parent Share Price on the remainder date of such termination, if a Switchover Event (as defined in the Purchase Agreement) has not occurred or the Executive has elected to be governed by section 1.02(a)(i)(y)(B) of the year Purchase Agreement or by the Average Parent Share Price (as defined in which the Purchase Agreement) on the Closing Date if the Executive has elected to be governed by section 1.02(a)(i)(y)(A) of the Purchase Agreement, to be immediately released from the Escrow Fund and delivered to the Executive’s termination occurs ; and (determined by multiplying ii) Allegheny shall cause the amount the maximum number of shares of Allegheny's common stock to which such Executive would have received based been entitled upon the actual level of achievement satisfaction of the applicable performance goals had employment continued through the end conditions set forth in section 2.01 of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount Purchase Agreement to be paid in the same time immediately issued and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject delivered to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Termination.

Termination by the Company Without Cause. The If the Company may, at any time and without prior written notice, terminate the Executive without Cause. In the event that the Executiveterminates Employee’s employment with other than for Cause pursuant to Paragraph 6, the Company is terminated without Causeshall pay or provide the Employee, the Executive shall receive the Accrued Benefits. In addition, the Executive shall be entitled to receive from the Company the following: (i) severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus for the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt date of such notice termination, with: (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then i) any severance payments or benefits unpaid salary earned under this Agreement that would be considered “deferred compensation” prior to the date of termination; (ii) any accrued but unused PTO days prior to the date of termination; (iii) any unpaid compensation due under Section 409A Paragraph 4 (b) herein; and (iv) any unpaid expense reimbursement owed to him for periods through the date of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder termination. (collectively, the “Section 409AAccrued Benefits”). In addition to the Accrued Benefits, the Company shall also provide the following: (a) The Company shall provide Employee twelve (12) months of continued payment of base salary on a bi-weekly basis. If Employee timely elects continued coverage, the Company will be paid pay Employee’s Health Insurance premiums necessary to continue Employee’s coverage (including coverage for eligible dependents, if applicable) through the period starting on the first payroll date of termination and ending on the earliest to occur during the calendar year of: (i) twelve (12) months following the calendar year date of termination or (ii) the date Employee and Employee’s eligible dependents, if applicable, become eligible for group health insurance coverage through a new employer. In the event Employee becomes covered under another employer’s group health plan, Employee must immediately notify Company of such event. To be eligible for the severance payment provided for in which such Date this Section 7, Employee must have executed and not revoked a full and complete general release of Termination occurs, or such later time as required any and all claims against the Company and related persons and entities in the standard form then used by the Company (“Release”), within sixty (60) days of the date of termination. Upon making all of the Release becomes effectiveapplicable severance payments and benefits, or Section 23 below; provided that the first payment shall include all amounts that would have been paid except with respect to the Executive if payment had commenced on the Date of Termination. The Executive agrees that any outstanding equity compensation agreements, the Company shall have a right of offset against all severance payments for amounts owed no further obligations to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive Employee under this Agreement or otherwise shall cease any other agreement relating to or arising out of Employee’s status as an employee of the Date Company (as opposed to some other status with respect to the Company, such as a shareholder or holder of Terminationa stock option).

Termination by the Company Without Cause. In the event that Executive's employment is terminated by the Company pursuant to Section 5(e) for reasons other than death, Total Disability or Cause, the Company shall pay the following amounts to Executive: (i) Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination. (ii) Any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements referred to in Section 4(c) hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangements. (iii) An amount equal to the Base Salary that would have been payable to Executive during the remaining Term and payable in equal monthly installments over the remaining Term. (iv) The Company mayat its expense will continue for Executive and Executive's spouse and dependents, all health benefit plans, programs or arrangements, whether group or individual, in which Executive was entitled to participate at any time and without during the twelve-month period prior written noticeto the date of termination, until (A) the date that the Term of employment would have ended but for the termination; (B) Executive's death (provided that benefits payable to Executive's beneficiaries shall not terminate upon Executive's death); or (C) with respect to any particular plan, program or arrangement, the date Executive without Causebecomes covered by a comparable benefit by a subsequent employer. In the event that the Executive’s employment with 's continued participation in any such plan, program, or arrangement of the Company is terminated without Causeprohibited, the Company will arrange to provide Executive shall receive the Accrued Benefits. In addition, the Executive shall be entitled with benefits substantially similar to receive from the Company the following: (i) severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus for the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to those which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible entitled to receive had he remained employed by the Company under such plan, program, or arrangement, for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, period. (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, Except to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided , Executive will be 100% vested in this Section 5(c) or in another section of this Agreementall benefits, or except as required by lawawards, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease and grants accrued but unpaid as of the Date date of Terminationtermination under any pension plan, profit sharing plan, supplemental and/or incentive compensation plans, and stock option plans in which Executive was a participant as of the date of termination. Executive shall have up to ninety (90) days from the date of termination to exercise stock options.

Termination by the Company Without Cause. The If the Company may, at any time and without prior written notice, terminate the Executive without Cause. In the event that the Executiveterminates Employee’s employment with other than for Cause pursuant to Paragraph 6, the Company is terminated without Causeshall pay or provide the Employee, the Executive shall receive the Accrued Benefits. In addition, the Executive shall be entitled to receive from the Company the following: (i) severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus for the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt date of such notice termination, with: (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then i) any severance payments or benefits unpaid salary earned under this Agreement that would be considered “deferred compensation” prior to the date of termination; (ii) any accrued but unused PTO days prior to the date of termination; (iii) any unpaid compensation due under Section 409A Paragraph 4 (b) herein; (iv) any unpaid expense reimbursement owed to him for periods through the date of termination; and (v) the Employee’s then current base salary for the remainder of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder Employment Period. (collectively, the “Section 409AAccrued Benefits”). In addition to the Accrued Benefits, the Company shall also provide the following: a) The Company shall provide Employee twelve (12) months of continued payment of base salary on a semi-weekly basis. If Employee timely elects continued coverage, the Company will be paid pay Employee’s Health Insurance premiums necessary to continue Employee’s coverage (including coverage for eligible dependents, if applicable) through the period starting on the first payroll date of termination and ending on the earliest to occur during the calendar year of: (i) twelve (12) months following the calendar year date of termination or (ii) the date Employee and Employee’s eligible dependents, if applicable, become eligible for group health insurance coverage through a new employer. In the event Employee becomes covered under another employer’s group health plan, Employee must immediately notify Company of such event. To be eligible for the severance payment provided for in which such Date this Section 7, Employee must have executed and not revoked a full and complete general release of Termination occurs, or such later time as required any and all claims against the Company and related persons and entities in the standard form then used by the Company (‘‘Release”), within 60 days of the date of termination. Upon making all of the Release becomes effectiveapplicable severance payments and benefits, or Section 23 below; provided that the first payment shall include all amounts that would have been paid except with respect to the Executive if payment had commenced on the Date of Termination. The Executive agrees that any outstanding equity compensation agreements, the Company shall have a right of offset against all severance payments for amounts owed no further obligations to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive Employee under this Agreement or otherwise shall cease any other agreement relating to or arising out of Employee’s status as an employee of the Date Company (as opposed to some other status with respect to the Company, such as a shareholder or holder of Terminationa stock option).

Termination by the Company Without Cause. The Company may, at any time and without prior written notice, terminate If the Executive without Cause. In the event that the Executive’s Employee's employment with shall be terminated by the Company is terminated without CauseCause pursuant to subsection 7(d), then the Executive Company shall receive pay to the Accrued BenefitsEmployee all Base Salary and payments owed to him up to the Date of Termination. In addition, the Executive shall be entitled to receive from the Company the following: , (i) severance payments totaling Three Million Dollars within thirty ($3,000,000), less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the twenty-four (2430) months following the Date of Termination (the “Post-Termination Period”), (ii) any earned and unpaid Annual Bonus for the year prior to the year of termination to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company shall pay to Employee a lump sum cash payment equal to the same extent aggregate amount of Base Salary that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or would have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, been payable to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through Employee between the Date of Termination and for an additional thirty six the second anniversary of the Acquisition Date, computed at the Employee's Base Salary date in effect on the Date of Termination; (36ii) month period following if the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with occurs on or before the terms thereof; providedfirst anniversary of the Acquisition Date, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the third anniversary then (A) as of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company Termination all of a release of claims against the Company's common stock owned by the Employee subject to conditions, restrictions, or limitations which lapse over time or upon a subsequent event shall immediately be free of all such conditions, restrictions and limitations; and (B) in a form attached hereto as Exhibit Alieu of the grant of restricted stock described in Section 6(c), and on such release becoming effective within sixty thirty (6030) days following the Date of Termination the Company shall pay the Employee a lump sum cash payment of $300,000; (iii) if the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during after the calendar year where the Release Deadline could occur in the calendar year day following the calendar year first anniversary of the Acquisition Date but before the second anniversary of the Acquisition Date, then all of the Company,'s common stock owned by the Employee subject to conditions, restrictions, or limitations which lapse over time, or upon a subsequent event shall immediately be free of all such conditions, restrictions and limitations; (iv) except as expressly provided in which this Agreement, any rights that Employee may have under the incentive, savings and welfare plans described in Sections 4 and 5 shall be determined by the terms and conditions of such plans as in effect on the Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, and Lawtxx'x xxxlicable programs and practices as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced effect on the Date of Termination. The Executive agrees that , and all other rights under this Agreement shall be terminated; and (v) through the second anniversary of the Acquisition Date, the Company shall have a right of offset against allow Employee and his Emilx xxxbers to participate in all severance payments for amounts owed Lawtxx xxxfare plans described in Section 5 on the same terms and conditions and at the same cost as to the Company by the Executive (unless the amounts owed are subject which they were entitled to a good faith dispute) participate immediately prior to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Termination. If the Employee or his family members shall be ineligible to participate in any of such welfare plans as a result of Employee's ceasing to be an employee of the Company or Lawtxx, xxen the Company shall arrange to provide the Employee and his family members with substantially equivalent benefits as if Employee remained employed by Lawtxx throughout the Employment Period.