Common use of Termination Following a Change of Control Clause in Contracts

Termination Following a Change of Control. If the Employee’s employment with the Company terminates as a result of an Involuntary Termination at any time within twenty-four (24) months after a Change of Control, then, subject to Employee executing and not revoking a release of claims in the form provided by the Company, Employee shall be entitled to the following severance benefits: (i) 9/12 of Employee’s base salary as in effect as of the date of such termination, less applicable withholding, payable, at the election of the Company, either in a lump sum within thirty (30) days of the Involuntary Termination or at the same rate and in accordance with the Company’s standard payroll policies over a period of time not to exceed nine (9) months; (ii) a pro rata portion of Employee’s target bonus for the year of termination, if any. Such amount shall equal the product of (x) the target bonus for the year of termination, multiplied by (y) a fraction, the numerator of which is the number of months Employee was employed for the Company during the year of termination, and denominator of which is twelve (12). The month in which Employee’s employment terminates shall be considered a full month for purposes of this calculation; (iii) all stock options granted by the Company to the Employee prior to the Change of Control shall become fully vested and exercisable as of the date of the termination to the extent such stock options are outstanding and unexercisable at the time of such termination and all stock subject to a right of repurchase by the Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse with respect to all of the shares; (iv) the Company shall reimburse Employee’s group medical, dental and vision plan continuation coverage premiums, if any, with respect to post-termination health (i.e., medical, vision and dental) coverage under the Company’s group health plans; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (ii) the Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall reimburse the Employee for the continuation coverage premiums paid by the Employee to continue coverage until the earlier of (i) the date Employee is no longer receiving continuation coverage pursuant to COBRA, or (ii) nine (9) months from the termination date.

Termination Following a Change of Control. If In the Employeeevent Executive’s employment with the Company terminates is terminated as a result of an Involuntary Termination at any time within twenty-four either (24i) termination by the Company without Cause or (ii) termination by Executive for Good Reason during the period beginning three (3) months after prior to the consummation of a Change of ControlControl and ending eighteen (18) months following the consummation of a Change of Control (the “Change in Control Severance Period”), then, subject to Employee executing and not revoking a release of claims in the form provided by the Company, Employee shall be entitled to the following severance benefits: (1) Executive will receive: (i) 9/12 a lump-sum payment equal to the sum of Employeetwelve (12) months of Executive’s base salary as in effect as then current Base Salary plus 100% of the date of such termination, less applicable withholding, payable, at the election of the Company, either in a lump sum within thirty (30) days of the Involuntary Termination or at the same rate and in accordance with the CompanyExecutive’s standard payroll policies over a period of time not to exceed nine (9) months; (ii) a pro rata portion of Employee’s target full annual bonus for the year of terminationtermination at target level for the year in which the termination occurs (less applicable tax withholdings); (ii) 100% Company-paid premiums paid for continued health, if any. Such amount shall equal dental and vision benefits for Executive (and any eligible dependents) under the product Company’s health, dental and vision plans until the earlier of (x) twelve (12) months, (provided Executive validly elects to continue coverage under the target bonus for the year of termination, multiplied by Consolidated Omnibus Budget Reconciliation Act (“COBRA”) or (y) a fraction, the numerator of date upon which is the number of months Employee was employed for the Company during the year of termination, Executive and denominator of which is twelve (12). The month in which EmployeeExecutive’s employment terminates shall be considered a full month for purposes of this calculation; eligible dependents become covered under similar plans; and (iii) all stock options granted by the Company to the Employee any bonuses earned prior to the Change termination of Control employment but not yet paid solely due to Company policy which shall become fully vested and exercisable be paid out at the earliest time as would not give rise to additional taxation under Section 409A of the date of the termination to the extent such stock options are outstanding and unexercisable at the time of such termination and all stock subject to a right of repurchase by the Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse with respect to all of the shares; (iv) the Company shall reimburse Employee’s group medical, dental and vision plan continuation coverage premiums, if any, with respect to post-termination health (i.e., medical, vision and dental) coverage under the Company’s group health plans; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the U.S. Internal Revenue Code of 1986, as amendedamended (the “Code”) and the final regulations and any guidance promulgated under Section 409A, as each may be amended from time to time (together, “Section 409A”); (2) all then unvested Company stock options, shares of the Company’s common stock granted to or held by Executive under buy-back provisions under the Company’s restricted stock, stock option and/or stock purchase or stock compensation plans and any other equity compensation awards shall become immediately vested and subject to exercise or, in the case of such shares as are subject to repurchase by the Company for the purchase price paid, no longer subject to such repurchase; and and (ii3) the Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act post-termination exercise period of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company all stock options shall reimburse the Employee for the continuation coverage premiums paid by the Employee to continue coverage until expire on the earlier of (i) the date Employee is no longer receiving continuation coverage pursuant to COBRA, or expiration of the term of the stock option and (ii) nine the twelve (912) months from month anniversary of the termination date.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates as a result of an Involuntary Termination at any time If, within twenty-four (24) months after following a Change of Control, thenthe Company terminates this Agreement and Executive's services other than for cause or Executive terminates this Agreement with good reason, subject in either case, by giving thirty (30) days' prior written notice, Executive (and Executive's eligible dependents with respect to Employee executing and not revoking a release of claims in the form provided by the Company, Employee paragraph (D) below) shall be entitled to receive the following severance benefitsbenefits and payments: (iA) 9/12 of Employee’s base salary as in effect as all accrued but unpaid amounts of the Base Salary through the effective date of such termination, less applicable withholdingpayable in accordance with the provisions of Section 3(a) above; (B) a termination payment in an amount equal to $1,600,000, payable, at the election of the Company, either in a lump sum payable within thirty (30) days of the Involuntary Termination effective date of termination; (C) any vested benefits or at amounts pursuant to Sections 3(c), 3(d), 3(e) and 3(f) hereof through the same rate and effective date of termination, payable in accordance with the Company’s standard payroll policies over provisions of any such plan(s); (D) the health insurance benefits specified in Section 3(c)(1) above for a period of time not to exceed nine twenty-four (924) months; (ii) a pro rata portion of Employee’s target bonus for months following the year of termination, if any. Such amount shall equal the product of (x) the target bonus for the year of termination, multiplied by (y) a fraction, the numerator of which is the number of months Employee was employed for the Company during the year effective date of termination, and denominator following such time period, the Executive shall be entitled to all rights afforded to him under COBRA to purchase continuation coverage of which is twelve such health insurance benefits for himself and his dependents for the maximum period permitted by law (12with respect to this paragraph (D), to the extent required by applicable law, Executive shall be deemed to have elected to exercise his rights under COBRA as of the first day following the effective date of termination); and (E) the life insurance benefits specified in Section 3(f) above for a period of twenty-four (24) months following the effective date of termination. (F) Executive shall be fully vested in all amounts accrued or accumulated on behalf of Executive under any non-qualified retirement plan established or maintained by the Company, and the Company will promptly pay or distribute all such amounts to Executive in accordance with the terms of such plan as in effect on the date of this Agreement (or as of Executive's employment termination, if more favorable to Executive). The month If Executive is not fully vested in which Employee’s his accounts or benefits under the Company's qualified retirement plan at his employment terminates termination pursuant to this Section, the Company will make a cash payment to Executive, within 30 days of Executive's employment termination, equal to the amount of such account or benefit that is forfeited. (G) All stock awards or grants under the Prime Retail, Inc. [1998] Stock Incentive Plan shall be considered a full month for purposes of this calculation; (iii) all stock options granted by the Company to the Employee prior to the Change of Control shall become fully vested and any exercisable as of the date of the termination to the extent such stock options are outstanding and unexercisable at the time of such termination and all stock subject to a right of repurchase by the Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse with respect to all of the shares; (iv) the Company shall reimburse Employee’s group medical, dental and vision plan continuation coverage premiums, if any, with respect to post-termination health (i.e., medical, vision and dental) coverage under the Company’s group health plans; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (ii) the Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall reimburse the Employee for the continuation coverage premiums paid by the Employee to continue coverage until the earlier of (i) the date Employee is no longer receiving continuation coverage pursuant to COBRA, or (ii) nine (9) months from the termination dateExecutive's employment termination.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates as a result of an Involuntary Termination at any time within twenty-four beginning twenty (2420) days before and ending twelve (12) months after a Change of Control, then, subject to Employee executing and not revoking a standard form of mutual release of claims in the form provided by with the Company, Employee shall be entitled to the following severance benefits: (i) 9/12 Twelve (12) months of Employee’s base salary as in effect as of the date of such termination, less applicable withholding, payable, payable either (A) in a lump sum at present value (based on the election prime rate then published by the Wall Street Journal) within thirty (30) days of the Involuntary Termination or (B) according to normal payroll procedures over such 12-month period, in the Company’s sole discretion; (ii) Employee’s annual target bonus (i.e., either base salary times target bonus percentage) in effect as of the date of such termination, less applicable withholding, payable in a lump sum within thirty (30) days of the Involuntary Termination or at the same rate and in accordance with the Company’s standard payroll policies over a period of time not to exceed nine (9) months; (ii) a pro rata portion of Employee’s target bonus for the year of termination, if any. Such amount shall equal the product of (x) the target bonus for the year of termination, multiplied by (y) a fraction, the numerator of which is the number of months Employee was employed for the Company during the year of termination, and denominator of which is twelve (12). The month in which Employee’s employment terminates shall be considered a full month for purposes of this calculationTermination; (iii) all stock options granted by the Company to the Employee prior to the Change of Control shall become fully vested and exercisable as of the date of the termination to the extent such stock options are outstanding and unexercisable at the time of such termination and all stock subject to a right of repurchase by the Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse with respect to all of the shares; (iv) the Company shall reimburse Employee’s group medical, dental and vision plan continuation coverage premiums, if any, with respect to post-termination same level of health (i.e., medical, vision and dental) coverage under and benefits as in effect for Employee, and, if applicable, Employee’s dependents, on the Companyday immediately preceding the day of Employee’s group health planstermination of employment; provided, however, that (iA) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (iiB) the Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall reimburse the continue to provide Employee for the continuation coverage premiums paid by the Employee to continue with health coverage until the earlier of (ix) the date Employee is no longer receiving eligible to receive continuation coverage pursuant to COBRA, or (iiy) nine twelve (912) months from the termination datedate or (z) until Employee obtains substantially similar coverage under another employer’s group insurance plan.

Termination Following a Change of Control. If (a) In the Employee’s employment with event that during the Company terminates as period commencing on the day following the occurrence of a result Change of an Involuntary Termination at any time within Control and ending twenty-four (24) months after thereafter the Executive terminates this Agreement for Good Reason in accordance with Section 4.6 hereof or the Company terminates the Executive’s employment hereunder other than for Cause in accordance with Section 4.5, in either case by delivering to the other a Change notice of Controlsuch termination (which termination shall not constitute a breach of this Agreement), thenthe Executive, subject to Employee executing provided he executes timely and not revoking a release of claims in the form provided by the Companyeffective Release, Employee shall be entitled to the following, which shall be in lieu of any severance pay or other benefits under Section 4.5 or Section 4.6 hereof (other than as expressly provided in clause D and clause E below): (A) a single lump sum payment equal to twenty-four (24) months of Base Salary, without offset for other earnings; (B) the greater of (y) an amount equal to the Annual Bonus paid for the Fiscal Year preceding that in which termination occurs, included in the lump sum payment under clause (A) immediately above or (z) a Pro-Rated Annual Bonus for the Fiscal Year in which termination occurs, payable in a single lump sum at the time annual bonuses are paid to Company executives generally; (C) continuation for twelve (12) months immediately following severance benefits:the date of termination the Car Allowance, reimbursement of his car operating expenses and reimbursement of the dues of one country club membership for the Executive; (D) medical and dental plan premium payments (or, as applicable, reimbursements) in accordance with Section 4.5(c) above and subject to the Executive’s compliance with the final sentence thereof and (E) reimbursement of Uninsured Medical Expenses in accordance with Section 4.5(d) above. Notwithstanding anything to the contrary herein, no payments or reimbursements shall be due hereunder until five (5) business days following the later of the effective date of the Release or the date the Release, signed by the Executive, is received by the Chairman of the Board. (b) For purposes of this Agreement, “Change of Control” shall mean (i) 9/12 any change in the ownership of Employee’s base salary as in the equity capital of Xxxxxxx Holdings, LLC (the “Common Units”) if, immediately after giving effect thereto, (A) the Investors and their Affiliates will hold, directly or indirectly, less than 50% of the Common Units with voting rights held by the Investors as of the date of such terminationClosing or (B) any Person other than the Investors and their Affiliates will hold, less applicable withholdingdirectly or indirectly, payable, at the election greater than 50% of the Company, either in a lump sum within thirty (30) days of the Involuntary Termination outstanding Common Units with voting rights; or at the same rate and in accordance with the Company’s standard payroll policies over a period of time not to exceed nine (9) months; (ii) any sale or other disposition of all or substantially all of the assets of Xxxxxxx Holdings, LLC (including, without limitation, by way of a pro rata portion merger or consolidation or through the sale of Employee’s target bonus for all or substantially all of the year stock or membership interests of terminationits direct and indirect subsidiaries (the “Subsidiaries”), if any. Such amount shall equal or sale of all or substantially all of the product assets of Xxxxxxx Holdings LLC and its direct and indirect subsidiaries, taken as a whole) to another Person (xthe “Change of Control Transferee”) if, immediately after giving effect thereto, any Person (or group of Persons acting in concert) other than the target bonus for Investors and their Affiliates will have the year power to elect a majority of termination, multiplied by the members of the board of managers or board of directors (yor other similar governing body) a fraction, the numerator of which is the number of months Employee was employed for the Company during the year of termination, and denominator of which is twelve (12). The month in which Employee’s employment terminates shall be considered a full month for purposes of this calculation; (iii) all stock options granted by the Company to the Employee prior to the Change of Control shall become fully vested and exercisable as of the date of the termination to the extent such stock options are outstanding and unexercisable at the time of such termination and all stock subject to a right of repurchase by the Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse with respect to all of the shares; (iv) the Company shall reimburse Employee’s group medical, dental and vision plan continuation coverage premiums, if any, with respect to post-termination health (i.e., medical, vision and dental) coverage under the Company’s group health plans; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (ii) the Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall reimburse the Employee for the continuation coverage premiums paid by the Employee to continue coverage until the earlier of (i) the date Employee is no longer receiving continuation coverage pursuant to COBRA, or (ii) nine (9) months from the termination dateTransferee.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates as a result of an Involuntary Termination at any time within twenty-four three (243) months after prior to, or twelve (12) months after, a Change of Control, then, subject to Employee executing and not revoking a release of claims in the form provided by the Company, Employee shall be entitled to the following severance benefitsbenefits provided that Employee enters into and does not revoke a general release of claims with the Company in substantially the form attached hereto as Exhibit A: (i) 9/12 of Employee’s base salary for the Severance Benefits Period as in effect as of the date of such termination, less applicable withholding, payable, at the election of the Company, either payable in a lump sum within thirty (30) days of the Involuntary Termination or at the same rate and in accordance with the Company’s standard payroll policies over a period of time not to exceed nine (9) monthsTermination; (ii) Employee’s variable compensation computed at 100% for the Severance Benefits Period as in effect as of the date of such termination, less applicable withholding, payable in a pro rata portion lump sum within thirty (30) days of the Involuntary Termination; (iii) one hundred percent (100%) of any bonus declared prior to the date of any such termination for the Employee but not yet paid, if any, and one hundred percent (100%) of Employee’s target bonus for the year of termination, if any. Such amount shall equal the product of (x) the target bonus for the year of termination, multiplied by (y) a fraction, the numerator of which is the number of months Employee was employed for the Company during the year of termination, and denominator of which is twelve (12). The month in which Employee’s employment terminates shall be considered a full month for purposes of this calculationSeverance Benefits Period; (iiiiv) all stock options granted by the Company to the Employee prior to the Change of Control shall become fully vested and exercisable as of the date of the termination to and will remain exercisable for a 90 day period following the extent such Termination Date, notwithstanding any shorter period stated in the respective stock options are outstanding and unexercisable at the time of such termination and all stock subject to a right of repurchase by the Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse with respect to all of the sharesoption agreements and; (ivv) the Company shall reimburse Employee’s group medical, dental and vision plan continuation coverage premiums, if any, with respect to post-termination same level of health (i.e., medical, vision and dental) coverage under and benefits as in effect for the CompanyEmployee on the day immediately preceding the day of the Employee’s group health planstermination of employment; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (ii) the Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall reimburse the continue to provide Employee for the continuation coverage premiums paid by the Employee to continue with health coverage until the earlier of (i) the date Employee is no longer receiving eligible to receive continuation coverage pursuant to COBRA, or (ii) nine (9) months the end of the Severance Benefits Period as measured from the termination date.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates as a result of an Involuntary Termination at any time within twenty-four eighteen (2418) months after a Change of Control, then, subject to and the Employee executing and not revoking a signs the release of claims in the form provided by the Companypursuant to Section 7 hereto, Employee shall be entitled to the following severance benefits: (i1) 9/12 Twelve months of Employee’s base salary and any applicable allowances as in effect as of the date of such terminationthe termination or, if greater, as in effect in the year in which the Change of Control occurs, less applicable withholding, payable, at the election of the Company, either payable in a lump sum within thirty (30) days of the Involuntary Termination or at the same rate and in accordance with the Company’s standard payroll policies over a period of time not to exceed nine (9) monthsTermination; (ii) a pro rata portion of Employee’s target bonus for the year of termination, if any. Such amount shall equal the product of (x) the target bonus for the year of termination, multiplied by (y) a fraction, the numerator of which is the number of months Employee was employed for the Company during the year of termination, and denominator of which is twelve (12). The month in which Employee’s employment terminates shall be considered a full month for purposes of this calculation; (iii2) all stock options and other awards granted by the Company to the Employee prior to the Change of Control shall accelerate and become fully vested and exercisable as of under the date of the termination applicable option agreements to the extent such stock options and other awards are outstanding and unexercisable at the time of such termination and all stock subject to a right of repurchase by the Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse with respect to all of the shareslapse; (iv3) the Employee shall be permitted to exercise all vested (including shares that vest as a result of this Agreement) stock options and other awards granted by the Company shall reimburse Employee’s group medical, dental and vision plan continuation coverage premiums, if any, with respect to postthe Employee prior to the Change of Control for a period of two (2) years following the Termination Date; and (4) the same level of Company-termination paid health (i.e., medical, vision and dental) coverage under and benefits for such coverage as in effect for the CompanyEmployee (and any eligible dependents) on the day immediately preceding the Employee’s group health plansTermination Date; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (ii) the Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall reimburse the continue to provide Employee for the continuation coverage premiums with such Company-paid by the Employee to continue coverage until the earlier of (i) the date Employee (and his/her eligible dependents) is no longer receiving eligible to receive continuation coverage pursuant to COBRA, or (ii) nine twelve (912) months from the termination dateTermination Date.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates as a result of an a Change in Control Involuntary Termination at any time within twenty-four eighteen (2418) months after a Change of Control, then, subject to Employee executing and not revoking a release of claims in the form provided by the Company, Employee shall be entitled to the following severance benefits: (i) 9/12 twenty-four (24) months of Employee’s base salary as in effect as of the date of such termination, less applicable withholding, payable, at the election of the Company, either payable in a lump sum within thirty (30) days of the Involuntary Termination or at the same rate and in accordance with the Company’s standard payroll policies over a period of time not to exceed nine (9) monthsTermination; (ii) a pro rata portion one hundred percent (100%) of Employee’s target bonus for the year of termination, if any. Such amount shall equal the product of (x) the target bonus for the year of termination, multiplied by (y) a fraction, the numerator of which is the number of months Employee was employed for the Company during the year of termination, and denominator of which is twelve (12). The month in which Employee’s employment terminates shall be considered a full month for purposes of this calculationthe termination occurs; (iii) all equity awards, including without limitation stock options option grants, restricted stock and stock purchase rights, granted by the Company to the Employee prior to the Change of Control shall become fully vested or released from the Company’s repurchase right (if any shares of stock purchased by or granted to the Employee prior to the Change of Control remain subject to such repurchase right) and exercisable as of the date of the termination to the extent such stock options equity awards are outstanding and unexercisable or unreleased at the time of such termination and all stock subject termination. The period over which the Employee shall be permitted to exercise his or her vested equity awards (including awards that vest as a right result of repurchase by the Company Agreement) shall be as follows: (or its successora) that was purchased prior to the Change of Control shall have such right of repurchase lapse with respect to all equity compensation awards outstanding as of June 20, 2006, such awards shall remain exercisable until the latest of (i) the fifteenth (15th) day of the shares;third month following the date at which any such equity award would have otherwise terminated, (ii) December 31 of the year during which any such equity award would have otherwise terminated, or (iii) such longer period of time (not to exceed twelve (12) months from the date of termination) that would be permissible under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any temporary, proposed or final Treasury Regulations and guidance promulgated thereunder so that the extension of the post-termination exercise period would not be considered a modification (as determined under Section 409A of the Code) of such equity awards; and (b) with respect to equity awards granted to the Employee after June 20, 2006, such awards shall remain exercisable for twelve (12) months from the date of termination; and (iv) the Company shall reimburse Employee’s group medical, dental and vision plan continuation coverage premiums, if any, with respect to post-termination same level of health (i.e., medical, vision and dental) coverage under and benefits as in effect for the CompanyEmployee on the day immediately preceding the day of the Employee’s group health planstermination of employment; provided, however, that (iA) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (iiB) the Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall reimburse the continue to provide Employee for the continuation coverage premiums paid by the Employee to continue with health coverage until the earlier of (iA) the date Employee is no longer receiving eligible to receive continuation coverage pursuant to COBRA, or (iiB) nine twelve (912) months from the termination date.

Termination Following a Change of Control. If In the event of the Employee’s 's termination of employment with by the Company terminates as a result (for reasons other than Cause) that occurs during the Service Period, or upon the expiration of an Involuntary Termination at any time within twenty-four (24) months after the Service Period, and in either case following a Change of Control, then, subject to Employee executing and not revoking a release Control (as defined below) of claims in the form provided by the Company, the Employee shall receive the following payments and benefits: (a) The Employee shall be entitled to the following severance benefits: (i) 9/12 of Employee’s receive three years base salary as (at the Employee's effective annual rate on the date of termination) which amount shall be paid in effect as a lump-sum (net of appropriate withholdings) within 60 days of the date of such termination; (b) All stock options, less applicable withholdingrestricted stock (including restricted stock granted under Section 4(f) of this Agreement), payable, at deferred compensation and similar benefits which have not become vested on the election date of a Change of Control of the Company shall become fully vested on the date of such Change of Control; (c) The Employee shall be entitled to continue participation in the Company, either in a lump sum within thirty 's health and benefit plans (30) days of to the Involuntary Termination or at the same rate and extent allowable in accordance with the Company’s standard payroll policies over administrative provisions of those plans and applicable federal and state law) for a period of time not up to exceed nine (9) months;three years or until the Employee is covered by a successor employer's benefit plan, whichever is sooner; and (iid) The Employee shall be entitled to receive any applicable Gross-Up Payment (as defined in the Employment Agreement) calculated in accordance with Section XVIII of the Employment Agreement. Notwithstanding anything herein to the contrary, in the event of a pro rata portion termination of Employee’s target bonus for employment triggering payments pursuant to this Section 7, the year Employee shall no longer be entitled to any payments or benefits pursuant to Section 4 of this Agreement following such termination, if any. Such amount except that the Employee shall equal nevertheless continue to be entitled to his SERP benefits as described in Section 4(c) of this Agreement, shall receive the product restricted stock granted under Section 4(f) of (x) the target bonus for the year of termination, multiplied by (y) a fraction, the numerator of which is the number of months Employee was employed for the Company during the year of termination, this Agreement and denominator of which is twelve (12). The month in which Employee’s employment terminates shall be considered a full month for paid the special bonus described in Section 4(j) of this Agreement. For purposes of this calculation; (iii) all stock options granted by the Company to the Employee prior to the Agreement, a "Change of Control shall become fully vested and exercisable as of the date of the termination to the extent such stock options are outstanding and unexercisable at the time of such termination and all stock subject to a right of repurchase by the Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse with respect to all of the shares; (iv) the Company shall reimburse Employee’s group medical, dental and vision plan continuation coverage premiums, if any, with respect to post-termination health (i.e., medical, vision and dental) coverage under the Company’s group health plans; provided, however, that Control" occurs when (i) the Employee constitutes a qualified beneficiary, any person (including as defined such term is used in Section 4980B(g)(113(d)(2) of the Internal Revenue Code of 1986, as amended; and (ii) the Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Securities Exchange Act of 19851934) becomes the beneficial owner, as amended (“COBRA”)directly or indirectly, within of Company securities representing 20% or more of the time period prescribed pursuant to COBRA. The Company shall reimburse combined voting power of the Employee for the continuation coverage premiums paid by the Employee to continue coverage until the earlier of (i) the date Employee is no longer receiving continuation coverage pursuant to COBRA, Company's then outstanding securities; or (ii) nine as a result of a proxy contest or contests or other forms of contested shareholder votes (9in each case either individually or in the aggregate), a majority of the individuals elected to serve on the Board are different than the individuals who served on the Board at any time within the two years prior to such proxy contest or contests or other forms of contested shareholder votes; or (iii) months from the termination dateCompany's shareholders approve a merger or consolidation (where in each case the Company is not the survivor thereof), or a sale or disposition of all or substantially all of the Company's assets or a plan of partial or complete liquidation; or (iv) an offeror (other than the Company) purchases shares of the Company's common stock pursuant to a tender or exchange offer for such shares.

Termination Following a Change of Control. If (i) Subject to the Employee’s employment with provisions of Section 8(e), if, during the Company terminates Employment Period there is a Change of Control (as a result of defined below), and (1) the Executive incurs an Involuntary Termination at any time within twenty-four (24) months after prior to the first anniversary of a Change of in Control, thenor (2) the Company requires Executive to relocate outside of the United States prior to the first anniversary of a Change in Control and Executive elects to terminate employment instead of relocating, subject then the Executive shall, in addition to Employee executing and not revoking a release the amounts provided in Section 8(a), but in lieu of claims in the form provided by the Company, Employee shall any other payments he may otherwise be entitled to the following severance benefits: under Section 8 of this Agreement, be entitled to receive (i) 9/12 the Prorated Performance Bonus, (ii) a cash amount equal to one and one half (1.5) times the sum of Employee(A) the Executive’s base salary as Base Salary in effect on the Date of Termination and (B) the Incentive Bonus, if any, paid in the year immediately preceding the year in which the Date of Termination occurs (the aggregate amount being the “Severance Payment”), and (iii) continued participation in the group life insurance and group medical and dental plans on the same terms as of the date of such termination, less applicable withholding, payable, at the election plans are being provided to all of the Company’s United States senior executives during the Continuation Period (or such longer period as is provided in such plans) for the Executive, either his spouse, and his dependents, as applicable and subject to the payment of the applicable monthly premiums paid by active senior executives for the same coverage. Any Prorated Performance Bonus shall be paid in cash in a single lump sum as soon as practicable, but in no event more than 14 days following the Date of Termination (or at such earlier date required by law). The Severance Payment shall be paid within thirty (30) 14 days of the Involuntary Termination or at the same rate and in accordance with the Company’s standard payroll policies over a period Date of time not to exceed nine (9) months;Termination. (ii) For purposes of this Agreement, a pro rata portion “Change of EmployeeControl” shall be deemed to have occurred if: (A) any person (within the meaning of Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than CVC, OTPP, or any of their Affiliates or Qualified Transferees (as such terms are defined in the Stockholders Agreement), including any group (within the meaning of Rule 13d-5(b) under the Exchange Act)), acquires “beneficial ownership” (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Holding representing more than 50% of the combined Voting Power (as defined below) of Holding’s target bonus for securities; (B) at any time after an initial public offering of the year common stock of terminationHolding, if any. Such amount shall equal a majority of the product members of the Board or of the board of directors of any successor to Holding are not “Continuing Directors” where “Continuing Director” means, as of any date of determination, any member of the Board or of the board of such successor who (x) was a member of the target bonus for Board or such successor board 24 months prior to the year date of termination, multiplied by determination; (y) a fraction, the numerator of which is the number of months Employee was employed nominated for the Company during the year of termination, and denominator of which is twelve (12). The month in which Employee’s employment terminates shall be considered a full month for purposes of this calculation; (iii) all stock options granted by the Company election or elected to the Employee prior to Board or such successor board with the Change approval of Control shall become fully vested and exercisable as a majority of the date of the termination to the extent such stock options are outstanding and unexercisable Continuing Directors in office at the time of such termination and all stock subject nomination or election; or (z) was designated to a right of repurchase serve on the Board or such successor board by the Company (CVC or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse with respect to all of the shares; (iv) the Company shall reimburse Employee’s group medical, dental and vision plan continuation coverage premiums, if any, with respect to post-termination health (i.e., medical, vision and dental) coverage under the Company’s group health plans; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (ii) the Employee elects continuation coverage OTPP pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall reimburse the Employee for the continuation coverage premiums paid by the Employee to continue coverage until the earlier of (i) the date Employee is no longer receiving continuation coverage pursuant to COBRA, or (ii) nine (9) months from the termination date.Stockholder’s Agreement;

Termination Following a Change of Control. If the Employee’s 's employment with the Company terminates as a result of an Involuntary Termination at any time within twenty-four twelve (2412) months after a Change of Control, then, subject to Employee executing and not revoking a release of claims in the form provided by the Company, Employee shall be entitled to the following severance benefits: (i) 9/12 Twelve (12) months of Employee’s 's base salary as in effect as of the date of such termination, less applicable withholding, payable, at the election of the Company, either payable in a lump sum within thirty (30) days of the Involuntary Termination or at the same rate and in accordance with the Company’s standard payroll policies over a period of time not to exceed nine (9) monthsTermination; (ii) a pro rata portion As of Employee’s target bonus your termination date, Employee will receive an additional twelve months of stock option vesting for the year of termination, if any. Such amount shall equal the product of (x) the target bonus for the year of termination, multiplied by (y) a fraction, the numerator of which is the number of months Employee was employed for the Company during the year of termination, and denominator of which is twelve (12). The month in which Employee’s employment terminates shall be considered a full month for purposes of this calculation; (iii) all stock options granted by the Company to the Employee prior to the Change of Control shall and these stock options will become fully vested and exercisable as of the date of the termination to the extent such stock options are outstanding and unexercisable un-exercisable at the time of such termination and all stock subject to a right of repurchase by the Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse with respect to all of the shares;shares (for example, based on the stock options granted by the Company to the Employee, if the vesting schedule of these stock options indicate that two hundred thousand (200,000) stock options were to vest in the subsequent twelve months from the termination date, and become exercisable, then the Company will immediately vest two hundred thousand stock options for the Employee). (iviii) the Company shall reimburse Employee’s group medical, dental and vision plan continuation coverage premiums, if any, with respect to post-termination The same level of health (i.e., medical, vision and dental) coverage under and benefits as in effect for the Company’s group health plansEmployee on the day immediately preceding the day of the Employee's termination of employment; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (ii) the Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“"COBRA”"), within the time period prescribed pursuant to COBRA. The Company shall reimburse the continue to provide Employee for the continuation coverage premiums paid by the Employee to continue with health coverage until the earlier of (i) the date Employee is no longer receiving eligible to receive continuation coverage pursuant to COBRA, or (ii) nine twelve (912) months from the termination date.

Termination Following a Change of Control. If In the Employee’s event that Executive's employment with is terminated by the Company without Cause or Executive terminates as his employment for Good Reason within 24 months of a result change of an Involuntary Termination at any time within twenty-four (24) months after a Change control of Control, then, subject to Employee executing and not revoking a release of claims in the form provided by the Company, Employee or if Executive voluntarily terminates his employment within the 120-day period commencing on the first anniversary of a change of control of the Company, in addition to any amounts that Executive is entitled to receive under Section 5(a) and in lieu of any amounts Executive would been titled to receive under Section 5(b) Executive shall receive: (A) the Applicable Percentage (as defined below) of his Annual Base Salary and annual cash bonus described in Section 3(b) of this Agreement at target level payable in an immediate single lump sum payment; (B) a lump sum amount, in cash, equal to the annual cash bonus described in Section 3(b) of this Agreement at target level for the fiscal year of the Company that includes the date of Termination multiplied by a fraction the numerator of which shall be entitled the number of days from the beginning of such fiscal year to and including the date of termination and the denominator of which shall be 365, which calculation shall be based on the terms of the Company's incentive compensation plans, assuming that all performance goals in effect on the date of termination were met at the target level for such year, such amount to be paid within 10 days of such date of Termination; (C) continued medical benefits to the Executive and/or the Executive's family for the Applicable Time Period (as defined below), such benefits to be in accordance with the most favorable medical benefit plans, practices, programs or policies of the Company as in effect and applicable to any senior executive officer of the Company and his or her family immediately preceding the date of Termination, provided, however, that if the Executive becomes employed with another employer and is eligible to receive medical benefits under another employer-provided plan, the benefits under the Company's health insurance plans shall be secondary to those provided under such other plan during such applicable period of eligibility; (D) executive level career transition assistance services by a firm designated by the Executive (up to a maximum of $15,000); (E) continued vesting of any stock options which are not vested on the date of termination which would have been provided had the Executive remained employed for twenty four months in accordance with the Option Plan and the applicable rules and policies of the TSX Venture Exchange (the "Exchange"); and (F) full vesting of any shares of restricted stock and elimination of any restrictions. As used in this Section 5(c): (x) with respect to a change of control occurring prior to the second anniversary of the Effective Date, the "Applicable Percentage" shall be 200 percent and the "Applicable Time Period" shall be 24 months; and (y) with respect to a change of control occurring on or after the second anniversary of the Effective Date, the "Applicable Percentage" shall be 150 percent and the "Applicable Time Period" shall be 12 months. A "change of control" of the Company shall be deemed to have occurred as of the first day that any one or more of the following severance benefitsconditions shall have been satisfied: (i) 9/12 of Employee’s base salary Except as provided herein, any person and/or entity (as such term is defined in effect as section 3(a)(9) of the date Securities and Xxxxxxxx Xxx 0000, as amended (the "Exchange Act"), and used in sections 13(d) and 14(d) thereof, including a "group" as defined in section 13(d) thereof) (a "Person") is or becomes the beneficial owner (as such term is described in Rule 13d-3 of the General Rules and Regulations under the Exchange Act), directly or indirectly, of securities of the Company not including in the securities beneficially owned by such terminationPerson any securities acquired directly from the Company or its Affiliates, less applicable withholdingother than in connection with the acquisition by the Company or its affiliates of a business, payablerepresenting twenty percent (15%) or more of either the then outstanding shares or the combined voting power of the Company's then outstanding securities; or (ii) The consummation (i e.., at closing) of an agreement in which the election Company agrees to merge or consolidate with any other entity, other than (x) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company, either in a lump sum within thirty greater than twenty percent (3015%) days of the Involuntary Termination combined voting power of the voting securities of the Company or at such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; or (y) a merger or consolidation effected to implement a recapitalization of the same rate and Company (or similar transaction) in accordance which no Person is or becomes the beneficial owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates, other than in connection with the acquisition by the Company or its affiliates of a business) representing twenty percent (15%) or more of either the then outstanding shares of the Company or the combined voting power of the Company’s standard payroll policies over a period of time not to exceed nine (9) months;'s then outstanding securities; or (iiiii) a pro rata portion of Employee’s target bonus for the year of termination, if any. Such amount shall equal the product The consummation of (x) a plan of complete liquidation or dissolution of the target bonus for the year of termination, multiplied by Company; or (y) a fraction, the numerator of which is the number of months Employee was employed an agreement for the Company during the year of termination, and denominator of which is twelve (12). The month in which Employee’s employment terminates shall be considered a full month for purposes of this calculation; (iii) all stock options granted sale or disposition by the Company to the Employee prior to the Change of Control shall become fully vested and exercisable as all or substantially all of the date of the termination to the extent such stock options are outstanding and unexercisable at the time of such termination and all stock subject to Company's assets, other than a right of repurchase sale or disposition by the Company (of all or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse with respect to substantially all of the shares; Company's assets to an entity, greater than fifty percent (iv25%) of the combined voting power of the voting securities of which are owned by Persons in substantially the same proportions as their ownership of the Company immediately prior to such sale or disposition. Notwithstanding the foregoing, a change of control of the Company shall reimburse Employee’s group medical, dental and vision plan continuation coverage premiums, not be deemed to have occurred if any, with respect to post-termination health (i.e., medical, vision and dental) coverage under there is consummated any transaction or series of integrated transactions immediately following which the Company’s group health plans; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) record holders of the Internal Revenue Code voting securities of 1986, as amended; and (ii) the Employee elects continuation coverage pursuant Company immediately prior to such transaction or series of transactions continue to have substantially the Consolidated Omnibus Budget Reconciliation Act same proportionate ownership in an entity which owns all or substantially all of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The assets of the Company shall reimburse the Employee for the continuation coverage premiums paid by the Employee to continue coverage until the earlier immediately following such transaction or series of (i) the date Employee is no longer receiving continuation coverage pursuant to COBRA, or (ii) nine (9) months from the termination date.transactions

Termination Following a Change of Control. If the Employee’s employment with the Company terminates as a result of an Involuntary Termination at any time within twenty-four eighteen (2418) months after a Change of Control, then, subject to and the Employee executing and not revoking a signs the release of claims in the form provided by the Companypursuant to Section 7 hereto, Employee shall be entitled to the following severance benefits: (i1) 9/12 Twelve months of Employee’s base salary and any applicable allowances as in effect as of the date of such terminationthe termination or, if greater, as in effect in the year in which the Change of Control occurs, less applicable withholding, payable, at the election of the Company, either payable in a lump sum within thirty (30) days of the Involuntary Termination or at the same rate and in accordance with the Company’s standard payroll policies over a period of time not to exceed nine (9) monthsTermination; (ii) a pro rata portion of Employee’s target bonus for the year of termination, if any. Such amount shall equal the product of (x) the target bonus for the year of termination, multiplied by (y) a fraction, the numerator of which is the number of months Employee was employed for the Company during the year of termination, and denominator of which is twelve (12). The month in which Employee’s employment terminates shall be considered a full month for purposes of this calculation; (iii2) all stock options or other awards granted by the Company to the Employee prior to the Change of Control shall accelerate and become fully vested and exercisable as of under the date of the termination applicable option agreements to the extent such stock options or other awards are outstanding and unexercisable at the time of such termination and all stock subject to a right of repurchase by the Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse with respect to all of the shareslapse; (iv3) the Employee shall be permitted to exercise all vested (including shares that vest as a result of this Agreement) stock options or other awards granted by the Company shall reimburse Employee’s group medical, dental and vision plan continuation coverage premiums, if any, with respect to postthe Employee prior to the Change of Control for a period of two (2) years following the Termination Date; and (4) the same level of Company-termination paid health (i.e., medical, vision and dental) coverage under and benefits for such coverage as in effect for the CompanyEmployee (and any eligible dependents) on the day immediately preceding the Employee’s group health plansTermination Date; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (ii) the Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall reimburse the continue to provide Employee for the continuation coverage premiums with such Company-paid by the Employee to continue coverage until the earlier of (i) the date Employee (and his/her eligible dependents) is no longer receiving eligible to receive continuation coverage pursuant to COBRA, or (ii) nine twelve (912) months from the termination dateTermination Date.

Termination Following a Change of Control. If (a) Notwithstanding the Employeeprovisions of Section 1 above, if, at any time during a period commencing with a Change of Control and ending eighteen months after such Change of Control the Company terminates the Executive’s employment without Cause (as such term is defined in Section 5(c) below) or the Executive terminates his employment with the Company terminates for Good Reason (as such term is defined in Section 3(b) below) (provided, however, that a result of an Involuntary Termination at any time within twenty-four (24) months after a Change of Control, then, subject to Employee executing and not revoking a release of claims in the form provided termination for Good Reason by the Company, Employee shall be entitled to the following severance benefits: Executive can only occur if (i) 9/12 the Executive has given the Company a Notice of Employee’s base salary as in effect as Termination indicating the existence of a condition giving rise to Good Reason and the date of such termination, less applicable withholding, payable, at Company has not cured the election of the Company, either in a lump sum condition giving rise to Good Reason within thirty (30) days after receipt of the Involuntary Termination or at the same rate such Notice of Termination, and in accordance with the Company’s standard payroll policies over a period of time not to exceed nine (9) months; (ii) such Notice of Termination is given within ninety (90) days after the initial occurrence of the condition giving rise to Good Reason and further provided that a pro rata portion termination for Good Reason shall occur no later than two years after the initial existence of Employee’s target bonus for the year condition constituting “Good Reason”), the Company shall: (1) Pay to the Executive a lump sum amount (net of terminationany required withholding) equal to: (i) twelve (12) months of Base Salary, if any. Such amount shall equal the product of plus (xii) the target bonus for the year of termination, multiplied by that could have been payable to such Executive (yassuming continued employment) a fraction, the numerator of which is the number of months Employee was employed for the Company during the year in which the termination of terminationemployment occurs based on bonus arrangements in effect immediately prior to the termination of his or her employment (all payments under Sections 1, 2 and denominator this Section 3(a) being referred to collectively, as the “Severance Payments”); and (2) Provide the Executive and his dependents with life, accident, health and dental insurance substantially similar to that which the Executive was receiving immediately prior to the termination of his employment until the earlier of: (i) the date which is twelve (12) months following the Executive’s last day of employment; or (ii) the date the Executive commences subsequent employment; and (3) Cause any unexercisable installments of any stock options of the Company or any subsidiary or affiliate of the Company held by the Executive on the Executive’s last date of employment with the Company that have not expired to become exercisable on such last date of employment; provided, however, that: (i) such acceleration of exercisability shall not occur as to any option if the Change of Control does not occur within the period within which the Executive may exercise such option after a termination of employment in accordance with the provisions of the relevant option agreement and option plan; and (ii) any such acceleration of exercisability shall not extend the period after a termination of employment within which any option may be exercised by the Executive in accordance with the provisions of the relevant option agreement and option plan; and (4) Cause any unvested portion of any qualified or non­qualified capital accumulation benefits, and any portion of any qualified or non­qualified awards made pursuant to any stock incentive plans, including, but not limited to, restricted stock units, restricted stock, stock appreciation rights and all other equity based awards (but excluding stock options). The month , to become immediately vested (subject to applicable law); provided, however, that any amounts and benefits set forth in which Employee’s employment terminates this Section 3 shall be considered reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a full month for result of the termination of his or her employment. (b) For purposes of this calculation; Section 3 above, “Good Reason” shall mean the occurrence of one or more of the following events following a Change of Control, as the case may be: (iiii) all stock options granted by the Company assignment to the Employee Executive of any duties inconsistent in any adverse, material respect with his position, authority, duties or responsibilities immediately prior to the Change of Control shall become fully vested and exercisable as or any other action by the Company which results in a material diminution in such position, authority, duties or responsibilities; (ii) a material reduction in the aggregate of the date Executive’s base compensation or the termination of the termination Executive’s rights to any employee benefits immediately prior to the Change of Control, except to the extent any such stock options are outstanding and unexercisable at the time of such termination and all stock subject to benefit is replaced with a right of repurchase comparable benefit, or a reduction in scope or value thereof; or (iii) a change by the Company in the location at which the Executive performs the Executive’s principal duties for the Company to a new location that is both (or its successorX) that was purchased outside a radius of 40 miles from the Executive’s principal residence immediately prior to the Change of Control shall have such right and (Y) more than 30 miles from the location at which the Executive performed the Executive’s principal duties for the Company immediately prior to the Change of repurchase lapse with respect Control; or a requirement by the Company that the Executive travel on Company business to all a substantially greater extent than required immediately prior to the Change of the shares; Control or (iv) a failure by the Company shall reimburse Employee’s group medical, dental and vision plan continuation coverage premiums, if any, with respect to post-termination health (i.e., medical, vision and dental) coverage under obtain the Company’s group health plans; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined agreement referenced in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (ii) the Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”5(e), within the time period prescribed pursuant to COBRA. The Company shall reimburse the Employee for the continuation coverage premiums paid by the Employee to continue coverage until the earlier of (i) the date Employee is no longer receiving continuation coverage pursuant to COBRA, or (ii) nine (9) months from the termination date.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates is terminated without Cause or is terminated as a result of an Involuntary Termination at any time within twenty-four twelve (2412) months after a Change of Control, then, subject Control and the Employee delivers to Employee executing and not revoking the Company within sixty (60) days following such termination a general release of claims in favor of the form provided by Company (the Companyrelease of which shall not include any release of claims pursuant to which the Employee is entitled to indemnification with respect to thereof) (the “Release”), then the Employee shall will be entitled to the following severance benefits:benefits (which shall be payable not later than sixty (60) days following receipt by the Company of the Release, and subject to the time limitations set forth in Section 5): (i) 9/12 six (6) months of the Employee’s then-current annual base salary as in effect as of the date of such terminationsalary, less applicable withholding, payable, at the election of the Company, either payable in a lump sum within thirty (30) days of the Involuntary Termination or at the same rate and in accordance with the Company’s standard payroll policies over a period of time not to exceed nine (9) months;sum. (ii) a pro rata portion of Employee’s target bonus actually earned, based on actual completion of the applicable performance targets for the year of terminationyear, if any. Such amount shall equal quarter or other period (as applicable) in which the product of (x) the target bonus Involuntary Termination occurs, prorated for the year of termination, multiplied by (y) a fraction, the numerator of which is the number of months Employee was employed for days of the Employee’s service to the Company during the year of terminationfor such year, and denominator of which is twelve quarter or other period (12as applicable). The month , payable in which Employee’s employment terminates shall a lump sum; provided that all individual performance objectives will be considered a full month for purposes of this calculation;deemed fully achieved. (iii) all stock options in addition to the shares that are vested and exercisable in accordance with each equity grant that was granted by the Company to the Employee prior to the Change of Control Termination Date, each such grant shall become fully vested and exercisable as to an additional fifty percent (50%) of the date of the termination shares originally subject to the extent each such stock options are outstanding and unexercisable at the time of such termination and all stock subject to a right of repurchase by the Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse with respect to all of the sharesnot fully vested equity grant; (iv) Until the earlier of (i) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (ii) six (6) months from the Termination Date, the Company shall reimburse Employee’s group medical, dental and vision plan Employee for continuation coverage premiums, if any, with respect pursuant to post-termination health COBRA (i.e., medical, vision as defined below) as was in effect for the Employee (and dentalany eligible dependents) coverage under on the Company’s group health plansday immediately preceding the Termination Date; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(14980B(g)(l) of the Internal Revenue Code of 1986, as amendedCode; and (ii) the Employee timely elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall reimburse the Employee for the continuation coverage premiums paid by the Employee to continue coverage until the earlier of (i) the date Employee is no longer receiving continuation coverage pursuant to COBRA, or (ii) nine (9) months from the termination date.

Termination Following a Change of Control. If In the Employeeevent Executive’s employment with the Company terminates is terminated as a result of an Involuntary Termination at any time within twenty-four either (24i) termination by the Company without Cause or (ii) termination by Executive for Good Reason during the period beginning three (3) months after prior to the consummation of a Change of ControlControl and ending eighteen (18) months following the consummation of a Change of Control (the “Change in Control Severance Period”), then, subject to Employee executing and not revoking a release of claims in the form provided by the Company, Employee shall be entitled to the following severance benefits: (1) Executive will receive: (i) 9/12 a lump-sum payment equal to the sum of Employeeeighteen (18) months of Executive’s base salary as in effect as then current Base Salary plus 150% of the date of such termination, less applicable withholding, payable, at the election of the Company, either in a lump sum within thirty (30) days of the Involuntary Termination or at the same rate and in accordance with the CompanyExecutive’s standard payroll policies over a period of time not to exceed nine (9) months; (ii) a pro rata portion of Employee’s target full annual bonus for the year of terminationtermination at target level for the year in which the termination occurs (less applicable tax withholdings); (ii) 100% Company-paid premiums paid for continued health, if any. Such amount shall equal dental and vision benefits for Executive (and any eligible dependents) under the product Company’s health, dental and vision plans until the earlier of (x) eighteen (18) months, (provided Executive validly elects to continue coverage under the target bonus for the year of termination, multiplied by Consolidated Omnibus Budget Reconciliation Act (“COBRA”) or (y) a fraction, the numerator of date upon which is the number of months Employee was employed for the Company during the year of termination, Executive and denominator of which is twelve (12). The month in which EmployeeExecutive’s employment terminates shall be considered a full month for purposes of this calculation; eligible dependents become covered under similar plans; and (iii) all stock options granted by the Company to the Employee any bonuses earned prior to the Change termination of Control employment but not yet paid solely due to Company policy which shall become fully vested and exercisable be paid out at the earliest time as would not give rise to additional taxation under Section 409A of the date of the termination to the extent such stock options are outstanding and unexercisable at the time of such termination and all stock subject to a right of repurchase by the Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse with respect to all of the shares; (iv) the Company shall reimburse Employee’s group medical, dental and vision plan continuation coverage premiums, if any, with respect to post-termination health (i.e., medical, vision and dental) coverage under the Company’s group health plans; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the U.S. Internal Revenue Code of 1986, as amendedamended (the “Code”) and the final regulations and any guidance promulgated under Section 409A, as each may be amended from time to time (together, “Section 409A”); (2) all then unvested Company stock options, shares of the Company’s common stock granted to or held by Executive under buy-back provisions under the Company’s restricted stock, stock option and/or stock purchase or stock compensation plans and any other equity compensation awards shall become immediately vested and subject to exercise or, in the case of such shares as are subject to repurchase by the Company for the purchase price paid, no longer subject to such repurchase; and and (ii3) the Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act post-termination exercise period of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company all stock options shall reimburse the Employee for the continuation coverage premiums paid by the Employee to continue coverage until expire on the earlier of (i) the date Employee is no longer receiving continuation coverage pursuant to COBRA, or expiration of the term of the stock option and (ii) nine the twelve (912) months from month anniversary of the termination date.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates as a result of a Good Reason or an Involuntary Termination at any time within twenty-four eighteen (2418) months after a Change of Control, then, subject to Employee executing and not revoking a release of claims in the form provided by the Company, Employee shall be entitled to the following severance benefits: (i) 9/12 twenty-four (24) months of Employee’s base salary as in effect as of the date of such termination, less applicable withholding, payable, at the election of the Company, either payable in a lump sum within thirty (30) days of the Involuntary Termination or at the same rate and in accordance with the Company’s standard payroll policies over a period of time not to exceed nine (9) monthstermination; (ii) a pro rata portion two hundred percent (200%) of Employee’s full annual performance target bonus and a monthly pro rated amount of the Employee’s full annual performance bonus for the year of termination, if any. Such amount shall equal the product of (x) the target bonus for the year of termination, multiplied by (y) a fraction, the numerator of which is the number of months Employee was employed for the Company during the year of termination, and denominator of which is twelve (12). The month in which Employee’s employment terminates shall be considered the termination occurs, payable in a full month for purposes lump sum within thirty (30) days of this calculationthe termination; (iii) all equity awards, including without limitation stock options option grants, restricted stock and stock purchase rights, granted by the Company to the Employee prior to the Change of Control shall become fully vested or released from the Company’s repurchase right (if any shares of stock purchased by or granted to the Employee prior to the Change of Control remain subject to such repurchase right) and exercisable as of the date of the termination to the extent such stock options equity awards are outstanding and unexercisable or unreleased at the time of such termination and all stock subject termination. The Employee shall be permitted to exercise his vested equity awards (including awards that vest as a right of repurchase by the Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse with respect to all result of the sharesAgreement) for twelve (12) months from the date of termination; (iv) the Company shall reimburse all Employee’s group medicaloutstanding restricted cash awards shall become fully vested, dental and vision plan continuation coverage premiums, if any, with respect to post-termination payable in a lump sum within thirty (30) days of the termination; and (v) the same level of health (i.e., medical, vision and dental) coverage under and benefits as in effect for the CompanyEmployee on the day immediately preceding the day of the Employee’s group health planstermination of employment; provided, however, that (iA) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(14980B(g)(l) of the Internal Revenue Code of 1986, as amendedamended (the “Code”); and (iiB) the Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to reimburse the Employee for the continuation coverage premiums paid by the Employee to continue such health coverage until the earlier of (iA) the date Employee is no longer receiving eligible to receive continuation coverage pursuant to COBRA, or (iiB) nine twelve (912) months from the termination date.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates as a result of an Involuntary Termination at any time within twenty-four eighteen (2418) months after a Change of Control, then, subject to and the Employee executing signs and does not revoking a revoke the release of claims in the form provided by the Companypursuant to Section 7 hereto, Employee shall be entitled to the following severance benefits: (i1) 9/12 Twelve months of Employee’s base salary and any applicable allowances as in effect as of the date of such terminationthe termination or, if greater, as in effect in the year in which the Change of Control occurs, less applicable withholding, payable, at the election of the Company, either payable in a lump sum within thirty twenty (3020) days following the effective date of the Involuntary Termination or at the same rate and in accordance with the Company’s standard payroll policies over a period release of time not claims pursuant to exceed nine (9) monthsSection 7 hereto; (ii) a pro rata portion of Employee’s target bonus for the year of termination, if any. Such amount shall equal the product of (x) the target bonus for the year of termination, multiplied by (y) a fraction, the numerator of which is the number of months Employee was employed for the Company during the year of termination, and denominator of which is twelve (12). The month in which Employee’s employment terminates shall be considered a full month for purposes of this calculation; (iii2) all stock options granted by the Company to the Employee prior to the Change of Control shall accelerate and become fully vested and exercisable as of under the date of the termination applicable option agreements to the extent such stock options are outstanding and unexercisable at the time of such termination and all stock subject to a right of repurchase by the Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse with respect to all of the shareslapse; (iv3) the Employee shall be permitted to exercise all vested (including shares that vest as a result of this Agreement) stock options granted by the Company shall reimburse Employee’s group medical, dental and vision plan continuation coverage premiums, if any, with respect to postthe Employee prior to the Change of Control for a period of two (2) years following the Termination Date; and (4) the same level of Company-termination paid health (i.e., medical, vision and dental) coverage under and benefits for such coverage as in effect for the CompanyEmployee (and any eligible dependents) on the day immediately preceding the Employee’s group health plansTermination Date; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (ii) the Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall reimburse the continue to provide Employee for the continuation coverage premiums with such Company-paid by the Employee to continue coverage until the earlier of (i) the date Employee (and his/her eligible dependents) is no longer receiving eligible to receive continuation coverage pursuant to COBRA, or (ii) nine twelve (912) months from the termination dateTermination Date.

Termination Following a Change of Control. If In the Employeeevent that Executive’s employment with is terminated by the Company without cause or the Executive terminates as his employment within 24 months of a result change of an Involuntary Termination at any time within twenty-four (24) months after a Change of Control, then, subject to Employee executing and not revoking a release of claims in the form provided by the Company, Employee shall be entitled to the following severance benefits: (i) 9/12 of Employee’s base salary as in effect as of the date of such termination, less applicable withholding, payable, at the election control of the Company, either or if Executive voluntarily terminates his employment within the 120-day period commencing on the first anniversary of a change of control of the Company, in addition to any amounts that Executive is entitled to receive under Section 5(a) and in lieu of any amounts Executive would been entitled to receive under Section 5(b), Executive shall receive: (A) the Applicable Percentage (as defined below) of his Annual Base Salary and annual cash bonus described in Section 3 of this Agreement at target level payable in an immediate single lump sum payment; (B) a lump sum within thirty (30) days amount, in cash, equal to the annual cash bonus described in Section 3 of the Involuntary Termination or this Agreement at the same rate and in accordance with the Company’s standard payroll policies over a period of time not to exceed nine (9) months; (ii) a pro rata portion of Employee’s target bonus level for the calendar year that includes the date of termination, if any. Such amount shall equal the product of (x) the target bonus for the year of termination, Termination multiplied by (y) a fraction, the numerator of which is shall be the number of months Employee was employed for days from the Company during beginning of such calendar year to and including the year date of termination, termination and the denominator of which is twelve (12). The month in which Employee’s employment terminates shall be considered a full month for purposes 365, which calculation shall be based on the terms of this calculation; (iii) the Company’s incentive compensation plans, assuming that all stock options granted by the Company to the Employee prior to the Change of Control shall become fully vested and exercisable as of performance goals in effect on the date of the termination to the extent such stock options are outstanding and unexercisable have been met at the time target level for such year, such amount to be paid within 10 days of such termination and all stock subject date; (C) continued medical benefits to a right the Executive and/or the Executive’s family for forty-eight (48) months, such benefits to be in accordance with the most favorable medical benefit plans, practices, programs or policies of repurchase by the Company (or its successor) that was purchased prior as in effect and applicable to the Change of Control shall have such right of repurchase lapse with respect to all any senior executive officer of the shares; (iv) Company and his or her family immediately preceding the Company shall reimburse Employee’s group medicaltermination date, dental and vision plan continuation coverage premiums, if any, with respect to post-termination health (i.e., medical, vision and dental) coverage under the Company’s group health plans; provided, however, that if the Executive becomes employed with another employer and is eligible to receive medical benefits under another employer-provided plan, the benefits under the Company’s health insurance plans shall be secondary to those provided under such other plan during such applicable period of eligibility; (D) executive level career transition assistance services by a firm designated by the Executive (up to a maximum of $15,000); (E) full vesting of any unvested stock options with such options to be exercisable for the remaining term of the stock options or one year from the termination date, whichever occurs first; and (F) full vesting of all stock options, shares of restricted stock and/or warrants and elimination of any restrictions. As used in this Section, with respect to a change of control occurring prior to the fourth anniversary of the Effective Date, the “Applicable Percentage” shall be 400 percent and the “Applicable Time Period” shall be forty-eight (48) months. A “change of control” of the Company shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have been satisfied: (i) Except as provided herein, any person and/or entity (as such term is defined in Section 3(a)(9) of the Employee constitutes Securities and Xxxxxxxx Xxx 0000, as amended (the “Exchange Act”), and used in Sections 13(d) and 14(d) thereof, including a qualified beneficiary, “group” as defined in Section 4980B(g)(113(d) thereof) (a “Person”) is or becomes the beneficial owner (as such term is described in Rule 13d-3 of the General Rules and Regulations under the Exchange Act), directly or indirectly, of securities of the Company not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates, other than in connection with the acquisition by the Company or its affiliates of a business, representing twenty percent (20%) or more of either the then outstanding shares or the combined voting power of the Company’s then outstanding securities; or (ii) The consummation (i.e., closing) of an agreement in which the Company agrees to merge or consolidate with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company, greater than twenty percent (20%) of the Internal Revenue Code combined voting power of 1986the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; or a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the beneficial owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates, other than in connection with the acquisition by the Company or its affiliates of a business) representing twenty percent (20%) or more of either the then outstanding shares of the Company or the combined voting power of the Company’s then outstanding securities; or (iii) The consummation of a plan of complete liquidation or dissolution of the Company; or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, greater than thirty percent (30%) of the combined voting power of the voting securities of which are owned by Persons in substantially the same proportions as amended; and (ii) their ownership of the Employee elects continuation coverage pursuant Company immediately prior to such sale or disposition. Notwithstanding the Consolidated Omnibus Budget Reconciliation Act foregoing, a change of 1985, as amended (“COBRA”), within control of the time period prescribed pursuant to COBRA. The Company shall reimburse not be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the Employee for record holders of the continuation coverage premiums paid by voting securities of the Employee Company immediately prior to such transaction or series of transactions continue coverage until to have substantially the earlier same proportionate ownership in an entity which owns all or substantially all of (i) the date Employee is no longer receiving continuation coverage pursuant to COBRA, assets of the Company immediately following such transaction or (ii) nine (9) months from the termination dateseries of transactions.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates is terminated without Cause or is terminated as a result of an Involuntary Termination at any time within twenty-four twelve (2412) months after a Change of Control, then, subject Control and the Employee delivers to Employee executing and not revoking the Company a general release of claims in favor of the form provided by Company (the Companyrelease of which shall not include any release of claims pursuant to which the Employee is entitled to indemnification with respect to thereof) (the “Release”) and satisfies all conditions to make the Release effective within sixty (60) days following such termination, then the Employee shall will be entitled to the following severance benefits:benefits (which shall be payable not later than fourteen (14) days following the receipt by the Company of the Release, and subject to the time limitations set forth in Section 5): (i) 9/12 twelve (12) months of the Employee’s then-current annual base salary as in effect as of the date of such terminationsalary, less applicable withholding, payable, at the election of the Company, either payable in a lump sum within thirty (30) days of the Involuntary Termination or at the same rate and in accordance with the Company’s standard payroll policies over a period of time not to exceed nine (9) monthssum; (ii) a pro rata portion of Employee’s target annual bonus for the year of terminationyear, if any. Such amount shall equal the product of (x) based on the target bonus for potential amount (not the year of terminationamount actually payable), multiplied by (y) payable in a fraction, the numerator of which is the number of months Employee was employed for the Company during the year of termination, and denominator of which is twelve (12). The month in which Employee’s employment terminates shall be considered a full month for purposes of this calculationlump sum; (iii) all stock options in addition to the shares that are vested and exercisable in accordance with the terms of each equity grant that was granted by the Company to the Employee prior to the Change of Control Termination Date, each such grant shall become fully vested and exercisable as to an additional fifty percent (50%) of the date of the termination shares originally subject to the extent each such stock options are outstanding and unexercisable at the time of such termination and all stock subject to a right of repurchase by the Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse with respect to all of the shares;not fully vested equity grant; and (iv) Until the earlier of (i) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA (as defined below), or (ii) twelve (12) months from the Termination Date, the Company shall reimburse Employee’s group medical, dental and vision plan Employee for continuation coverage premiums, if any, with respect pursuant to post-termination health COBRA as was in effect for the Employee (i.e., medical, vision and dentalany eligible dependents) coverage under on the Company’s group health plansday immediately preceding the Termination Date; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(14980B(g)(l) of the Internal Revenue Code of 1986, as amendedCode; and (ii) the Employee timely elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall reimburse the Employee for the continuation coverage premiums paid by the Employee to continue coverage until the earlier of (i) the date Employee is no longer receiving continuation coverage pursuant to COBRA, or (ii) nine (9) months from the termination date.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates as a result of an Involuntary Termination at any time within twenty-four three (243) months after prior to, or twelve (12) months after, a Change of Control, then, subject to Employee executing and not revoking a release of claims in the form provided by the Company, Employee shall be entitled to the following severance benefitsbenefits provided that Employee enters into and does not revoke a general release of claims with the Company in substantially the form attached hereto as Exhibit A: (i) 9/12 of Employee’s base salary for the Severance Benefits Period as in effect as of the date of such termination, less applicable withholding, payable, at the election of the Company, either payable in a lump sum within thirty (30) days of the Involuntary Termination or at the same rate and in accordance with the Company’s standard payroll policies over a period of time not to exceed nine (9) months;Termination: (ii) Employee’s variable compensation computed at 100% for the Severance Benefits Period as in effect as of the date of such termination, less applicable withholding, payable in a pro rata portion lump sum within thirty (30) days of the Involuntary Termination; (iii) one hundred percent (100%) of any bonus declared prior to the date of any such termination for the Employee but not yet paid, if any, and one hundred percent (100%) of Employee’s target bonus for the year of termination, if any. Such amount shall equal the product of (x) the target bonus for the year of termination, multiplied by (y) a fraction, the numerator of which is the number of months Employee was employed for the Company during the year of termination, and denominator of which is twelve (12). The month in which Employee’s employment terminates shall be considered a full month for purposes of this calculationSeverance Benefits Period; (iiiiv) all stock options granted by the Company to the Employee prior to the Change of Control shall become fully vested and exercisable as of the date of the termination to and will remain exercisable for a 90 day period following the extent such Termination Date, notwithstanding any shorter period stated in the respective stock options are outstanding and unexercisable at the time of such termination and all stock subject to a right of repurchase by the Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse with respect to all of the shares;option agreements; and (ivv) the Company shall reimburse Employee’s group medical, dental and vision plan continuation coverage premiums, if any, with respect to post-termination same level of health (i.e., i.e. medical, vision and dental) coverage under and benefits as in effect for the CompanyEmployee on the day immediately preceding the day of the Employee’s group health plans; termination of employment: provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(14980B(g)(l) of the Internal Revenue Code of 1986, as amended; and (ii) the Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall reimburse the continue to provide Employee for the continuation coverage premiums paid by the Employee to continue with health coverage until the earlier of (i) the date Employee is no longer receiving eligible to receive continuation coverage pursuant to COBRA, or (ii) nine (9) months the end of the Severance Benefits Period as measured from the termination date.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates as a result of an Involuntary Termination at any time within twenty-four beginning twenty (2420) days before and ending twelve (12) months after a Change of Control, then, subject to Employee executing and not revoking a standard form of mutual release of claims in the form provided by with the Company, Employee shall be entitled to the following severance benefits: (i) 9/12 Twelve (12) months of Employee’s base salary as in effect as of the date of such termination, less applicable withholding, payable, at the election of the Company, payable either (A) in a lump sum at present value (based on the prime rate then published by the Wall Street Journal) within thirty (30) days of the Involuntary Termination or at the same rate and (B) according to normal payroll procedures over such 12-month period, in accordance with the Company’s standard payroll policies over a period of time not to exceed nine (9) monthssole discretion; (ii) a pro rata portion of Employee’s target bonus for the year of termination, if any. Such amount shall equal the product of (x) the target bonus for the year of termination, multiplied by (y) a fraction, the numerator of which is the number of months Employee was employed for the Company during the year of termination, and denominator of which is twelve (12). The month in which Employee’s employment terminates shall be considered a full month for purposes of this calculation; (iii) all stock options granted by the Company to the Employee prior to the Change of Control shall become fully vested and exercisable as of the date of the termination to the extent such stock options are outstanding and unexercisable at the time of such termination and all stock subject to a right of repurchase by the Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse with respect to all of the shares; (iviii) the Company shall reimburse Employee’s group medical, dental and vision plan continuation coverage premiums, if any, with respect to post-termination same level of health (i.e., medical, vision and dental) coverage under and benefits as in effect for Employee, and, if applicable, Employee’s dependents, on the Companyday immediately preceding the day of Employee’s group health planstermination of employment; provided, however, that (iA) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (iiB) the Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall reimburse the continue to provide Employee for the continuation coverage premiums paid by the Employee to continue with health coverage until the earlier of (ix) the date Employee is no longer receiving eligible to receive continuation coverage pursuant to COBRA, or (iiy) nine twelve (912) months from the termination datedate or (z) until Employee obtains substantially similar coverage under another employer’s group insurance plan.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates as a result of an a Change in Control Involuntary Termination at any time within twenty-four eighteen (2418) months after a Change of Control, then, subject to Employee executing and not revoking a release of claims in the form provided by the Company, Employee shall be entitled to the following severance benefits: (i) 9/12 twenty-four (24) months of Employee’s base salary as in effect as of the date of such termination, less applicable withholding, payable, at the election of the Company, either payable in a lump sum within thirty (30) days of the Involuntary Termination or at the same rate and in accordance with the Company’s standard payroll policies over a period of time not to exceed nine (9) monthsTermination; (ii) a pro rata portion one hundred percent (100%) of Employee’s target bonus for the year of termination, if any. Such amount shall equal the product of (x) the target bonus for the year of termination, multiplied by (y) a fraction, the numerator of which is the number of months Employee was employed for the Company during the year of termination, and denominator of which is twelve (12). The month in which Employee’s employment terminates shall be considered a full month for purposes of this calculationthe termination occurs; (iii) all equity awards, including without limitation stock options option grants, restricted stock and stock purchase rights, granted by the Company to the Employee prior to the Change of Control shall become fully vested or released from the Company’s repurchase right (if any shares of stock purchased by or granted to the Employee prior to the Change of Control remain subject to such repurchase right) and exercisable as of the date of the termination to the extent such stock options equity awards are outstanding and unexercisable or unreleased at the time of such termination and all stock subject termination. The period over which the Employee shall be permitted to exercise his or her vested equity awards (including awards that vest as a right result of repurchase by the Company Agreement) shall be as follows: (or its successora) that was purchased prior to the Change of Control shall have such right of repurchase lapse with respect to all equity compensation awards outstanding as of June 20, 2006, such awards shall remain exercisable until the latest of (i) the fifteenth (15th) day of the shares;third month following the date at which any such equity award would have otherwise terminated, (ii) December 31 of the year during which any such equity award would have otherwise terminated, or (iii) such longer period of time (not to exceed twelve (12) months from the date of termination) that would be permissible under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any temporary, proposed or final Treasury Regulations and guidance promulgated thereunder so that the extension of the post-termination exercise period would not be considered a modification (as determined under Section 409A of the Code) of such equity awards; and (b) with respect to equity awards granted to the Employee after June 20 2006, such awards shall remain exercisable for twelve (12) months from the date of termination; and (iv) the Company shall reimburse Employee’s group medical, dental and vision plan continuation coverage premiums, if any, with respect to post-termination same level of health (i.e., medical, vision and dental) coverage under and benefits as in effect for the CompanyEmployee on the day immediately preceding the day of the Employee’s group health planstermination of employment; provided, however, that (iA) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(14980B(g)(l) of the Internal Revenue Code of 1986, as amended; and (iiB) the Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall reimburse the continue to provide Employee for the continuation coverage premiums paid by the Employee to continue with health coverage until the earlier of (iA) the date Employee is no longer receiving eligible to receive continuation coverage pursuant to COBRA, or (iiB) nine twelve (912) months from the termination date.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates as a result of an a Change in Control Involuntary Termination at any time within twenty-four twelve (2412) months after a Change of Control, then, subject to Employee executing and not revoking a release of claims in the form provided by the Company, Employee shall be entitled to the following severance benefits: (i) 9/12 Twenty-four (24) months of Employee’s base salary as in effect as of the date of such termination, less applicable withholding, payable, at the election of the Company, either payable in a lump sum within thirty (30) days of the Involuntary Termination or at the same rate and in accordance with the Company’s standard payroll policies over a period of time not to exceed nine (9) monthsTermination; (ii) a pro rata portion one hundred percent (100%) of Employee’s target bonus for the year of termination, if any. Such amount shall equal the product of (x) the target bonus for the year of termination, multiplied by (y) a fraction, the numerator of which is the number of months Employee was employed for the Company during the year of termination, and denominator of which is twelve (12). The month in which Employee’s employment terminates shall be considered a full month for purposes of this calculationthe termination occurs; (iii) all stock options and share purchase rights granted by the Company to the Employee prior to the Change of Control shall become fully vested and exercisable as of the date of the termination to the extent such stock options and share purchase rights are outstanding and unexercisable at the time of such termination and all stock subject to a right of repurchase by the Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse with respect to all of the shares; (iv) the Company shall reimburse Employee’s group medical, dental and vision plan continuation coverage premiums, if any, with respect to post-termination same level of health (i.e., medical, vision and dental) coverage under and benefits as in effect for the CompanyEmployee on the day immediately preceding the day of the Employee’s group health planstermination of employment; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (ii) the Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall reimburse the continue to provide Employee for the continuation coverage premiums paid by the Employee to continue with health coverage until the earlier of (i) the date Employee is no longer receiving eligible to receive continuation coverage pursuant to COBRA, or (ii) nine twelve (912) months from the termination date.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates as a result of an Involuntary Termination at any time within twenty-four eighteen (2418) months after a Change of Control, then, subject to and the Employee executing and not revoking a signs the release of claims in the form provided by the Companypursuant to Section 7 hereto, Employee shall be entitled to the following severance benefits: (i1) 9/12 Twelve months of Employee’s base salary and any applicable allowances as in effect as of the date of such terminationthe termination or, if greater, as in effect in the year in which the Change of Control occurs, less applicable withholding, payable, at the election of the Company, either payable in a lump sum within thirty (30) days of the Involuntary Termination or at the same rate and in accordance with the Company’s standard payroll policies over a period of time not to exceed nine (9) monthsTermination; (ii) a pro rata portion of Employee’s target bonus for the year of termination, if any. Such amount shall equal the product of (x) the target bonus for the year of termination, multiplied by (y) a fraction, the numerator of which is the number of months Employee was employed for the Company during the year of termination, and denominator of which is twelve (12). The month in which Employee’s employment terminates shall be considered a full month for purposes of this calculation; (iii2) all stock options granted by the Company to the Employee prior to the Change of Control shall accelerate and become fully vested and exercisable as of under the date of the termination applicable option agreements to the extent such stock options are outstanding and unexercisable at the time of such termination and all stock subject to a right of repurchase by the Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse with respect to all of the shareslapse; (iv3) the Employee shall be permitted to exercise all vested (including shares that vest as a result of this Agreement) stock options granted by the Company shall reimburse Employee’s group medical, dental and vision plan continuation coverage premiums, if any, with respect to postthe Employee prior to the Change of Control for a period until the earlier of (a) two (2) years following the Termination Date or (b) the expiration date of such option; and (4) the same level of Company-termination paid health (i.e., medical, vision and dental) coverage under and benefits for such coverage as in effect for the CompanyEmployee (and any eligible dependents) on the day immediately preceding the Employee’s group health plansTermination Date; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amendedamended (the “Code”); and (ii) the Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall reimburse the continue to provide Employee for the continuation coverage premiums with such Company-paid by the Employee to continue coverage until the earlier of (i) the date Employee (and his/her eligible dependents) is no longer receiving eligible to receive continuation coverage pursuant to COBRA, or (ii) nine twelve (912) months from the termination dateTermination Date.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates is terminated without Cause or is terminated as a result of an Involuntary Termination at any time within twenty-four twelve (2412) months after a Change of Control, then, subject Control and the Employee delivers to Employee executing and not revoking the Company a general release of claims in favor of the form provided by Company (the release of which shall not include any release of claims pursuant to which the Employee is entitled to indemnification with respect to thereof) (the “Release”) and satisfies all conditions to make the Release effective within sixty (60) days following such termination (the “Release Period”), then, in addition to Accrued Compensation (as defined below) (which shall be payable pursuant to the Company’s usual payroll schedule irrespective of whether Employee signs and returns the Release), the Employee shall will be entitled to the following severance benefits:benefits (which, to the extent they are payments of money, shall be payable not later than fourteen (14) days following the receipt by the Company of the Release, and subject to the time limitations set forth in Section 5): (i) 9/12 twelve (12) months of the Employee’s then-current annual base salary as in effect as of the date of such terminationsalary, less applicable withholding, payable, at the election of the Company, either payable in a lump sum within thirty (30) days of the Involuntary Termination or at the same rate and in accordance with the Company’s standard payroll policies over a period of time not to exceed nine (9) months“Separation Payment”); (ii) a pro rata portion of Employee’s target annual bonus for the year of terminationyear, if any. Such amount shall equal the product of (x) based on the target bonus for potential amount (not the year of terminationmaximum potential amount or the amount actually payable), multiplied by payable in a lump sum (y) a fraction, the numerator of which is the number of months Employee was employed for the Company during the year of termination, and denominator of which is twelve (12“Severance Bonus”). The month in which Employee’s employment terminates shall be considered a full month for purposes of this calculation; (iii) all shares subject to outstanding time-based equity awards (including for the avoidance of doubt stock options and restricted stock units) shall become fully vested and, if applicable, exercisable (notwithstanding the foregoing, each equity grant that was granted by the Company to the Employee prior to the Change of Control shall become fully vested and exercisable as of the date of the termination Effective Date will continue to the extent such stock options are outstanding and unexercisable at the time of such termination and all stock subject to a right of repurchase be governed by the Company (or its successor) that was purchased prior to the Change of Control shall have Severance Arrangement between the Company and the Employee, dated as of February 8, 2016 (such right of repurchase lapse with respect to all of agreement, the shares;“Prior Severance Agreement”)); and (iv) Until the earlier of (i) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA (as defined below), or (ii) twelve (12) months from the Termination Date, the Company shall reimburse Employee’s group medical, dental and vision plan Employee for continuation coverage premiums, if any, with respect pursuant to post-termination health COBRA as was in effect for the Employee (i.e., medical, vision and dentalany eligible dependents) coverage under on the Company’s group health plansday immediately preceding the Termination Date; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(14980B(g)(l) of the Internal Revenue Code of 1986, as amendedCode; and (ii) the Employee timely elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). Notwithstanding the foregoing, within if the time Company determines that it cannot provide the foregoing COBRA reimbursements without violating applicable law or incurring additional expense under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will provide the Employee, in lieu thereof, a taxable lump sum payment for the balance of the COBRA period prescribed pursuant to (the “Cash COBRA”), which payment will equal 100% of the applicable COBRA premium for the Employee and any dependents. The Company number of months of Cash COBRA to be paid, in any case, shall reimburse the Employee for the continuation coverage premiums paid be reduced by the Employee to continue coverage until number of months of previously reimbursed COBRA premiums. Notwithstanding the earlier foregoing, if the Release Period straddles two calendar years, then the Separation Payment and the Separation Bonus will be paid on March 15th of (i) the date Employee is no longer receiving continuation coverage pursuant to COBRA, or (ii) nine (9) months from the termination datesecond year.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates as a result of an a Change in Control Involuntary Termination at any time within twenty-four eighteen (2418) months after a Change of Control, then, subject to Employee executing and not revoking a release of claims in the form provided by the Company, Employee shall be entitled to the following severance benefits: (i) 9/12 twenty-four (24) months of Employee’s base salary as in effect as of the date of such termination, less applicable withholding, payable, at the election of the Company, either payable in a lump sum within thirty (30) days of the Involuntary Termination or at the same rate and in accordance with the Company’s standard payroll policies over a period of time not to exceed nine (9) monthsTermination; (ii) a pro rata portion one hundred percent (100%) of Employee’s target bonus for the year of termination, if any. Such amount shall equal the product of (x) the target bonus for the year of termination, multiplied by (y) a fraction, the numerator of which is the number of months Employee was employed for the Company during the year of termination, and denominator of which is twelve (12). The month in which Employee’s employment terminates shall be considered a full month for purposes of this calculationthe termination occurs; (iii) all equity awards, including without limitation stock options option grants, restricted stock and stock purchase rights, granted by the Company to the Employee prior to the Change of Control shall become fully vested or released from the Company’s repurchase right (if any shares of stock purchased by or granted to the Employee prior to the Change of Control remain subject to such repurchase right) and exercisable as of the date of the termination to the extent such stock options equity awards are outstanding and unexercisable or unreleased at the time of such termination and all stock subject termination. The period over which the Employee shall be permitted to exercise his or her vested equity awards (including awards that vest as a right result of repurchase by the Company Agreement) shall be as follows: (or its successora) that was purchased prior to the Change of Control shall have such right of repurchase lapse with respect to all equity compensation awards outstanding as of June 20, 2006, such awards shall remain exercisable until the latest of (i) the fifteenth (15th) day of the shares;third month following the date at which any such equity award would have otherwise terminated, (ii) December 31 of the year during which any such equity award would have otherwise terminated, or (iii) such longer period of time (not to exceed twelve (12) months from the date of termination) that would be permissible under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any temporary, proposed or final Treasury Regulations and guidance promulgated thereunder so that the extension of the post-termination exercise period would not be considered a modification (as determined under Section 409A of the Code) of such equity awards; and (b) with respect to equity awards granted to the Employee after June 20, 2006, such awards shall remain exercisable for twelve (12) months from the date of termination; and (iv) the Company shall reimburse Employee’s group medical, dental and vision plan continuation coverage premiums, if any, with respect to post-termination same level of health (i.e., medical, vision and dental) coverage under and benefits as in effect for the CompanyEmployee on the day immediately preceding the day of the Employee’s group health planstermination of employment; provided, however, that (iA) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(14980B(g)(l) of the Internal Revenue Code of 1986, as amended; and (iiB) the Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall reimburse the continue to provide Employee for the continuation coverage premiums paid by the Employee to continue with health coverage until the earlier of (iA) the date Employee is no longer receiving eligible to receive continuation coverage pursuant to COBRA, or (iiB) nine twelve (912) months from the termination date.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates as a result of an Involuntary Termination at any time within twenty-four (24) months after a Change of Control, then, subject to Employee executing and not revoking a release of claims in the form provided by the Company, Employee shall be entitled to the following severance benefits: (i) 9/12 of Employee’s base salary as in effect as of the date of such termination, less applicable withholding, payable, at the election of the Company, either in a lump sum within thirty (30) days of the Involuntary Termination or at the same rate and in accordance with the Company’s standard payroll policies over a period of time not to exceed nine (9) months; (ii) a pro rata portion of Employee’s target bonus for the year of termination, if any. Such amount shall equal the product of (x) the target bonus for the year of termination, multiplied by (y) a fraction, the numerator of which is the number of months Employee was employed for the Company during the year of termination, and denominator of which is twelve (12). The month in which Employee’s employment terminates shall be considered a full month for purposes of this calculation; (iii) all stock options granted by the Company to the Employee prior to the Change of Control shall become fully vested and exercisable as of the date of the termination to the extent such stock options are outstanding and unexercisable at the time of such termination and all stock subject to a right of repurchase by the Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse with respect to all of the shares; provided, however, that if an Involuntary Termination following a Change of Control occurs within the first six (6) months of the Employee’s employment commencement date with the Company (as reasonably determined by the Company), then no stock options shall become fully vested and exercisable (other than those options that became vested and exercisable pursuant to Section 4 hereof); (iv) the Company shall reimburse Employee’s group medical, dental and vision plan continuation coverage premiums, if any, with respect to post-termination health (i.e., medical, vision and dental) coverage under the Company’s group health plans; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (ii) the Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall reimburse the Employee for the continuation coverage premiums paid by the Employee to continue coverage until the earlier of (i) the date Employee is no longer receiving continuation coverage pursuant to COBRA, or (ii) nine (9) months from the termination date.

Termination Following a Change of Control. If In the Employee’s event that Executive's employment with is terminated by the Company without Cause or Executive terminates as his employment for Good Reason within 24 months of a result change of an Involuntary Termination at any time within twenty-four (24) months after a Change control of Control, then, subject to Employee executing and not revoking a release of claims in the form provided by the Company, Employee shall or if Executive voluntarily terminates his employment within the 30-day period commencing on the first anniversary of a change of control of the Company, in addition to any amounts that Executive is entitled to receive under Section 5(a) and in lieu of any amounts Executive would be entitled to receive under Section 5(b) or under the Company's Change in Control Severance Plan, Executive shall receive: (A) the Applicable Percentage (as defined below) of his Annual Base Salary and annual cash bonus described in Section 3(b) of this Agreement at target level payable in an immediate single lump sum payment; (B) a lump sum amount, in cash, equal to the annual cash bonus described in Section 3(b) of this Agreement at target level for the fiscal year of the Company that includes the date of Termination multiplied by a fraction the numerator of which shall be the number of days from the beginning of such fiscal year to and including the date of termination and the denominator of which shall be 365, which calculation shall be based on the terms of the Company's incentive compensation plans, assuming that all performance goals in effect on the date of termination were met at the target level for such year, such amount to be paid within 30 days of such date of Termination; (C) continued medical benefits to the Executive and/or the Executive's family for the Applicable Time Period (as defined below), such benefits to be in accordance with the most favorable medical benefit plans, practices, programs or policies of the Company as in effect and applicable to any senior executive officer of the Company and his or her family immediately preceding the date of Termination, provided, however, that if the Executive becomes employed with another employer and is eligible to receive medical benefits under another employer-provided plan, the benefits under the Company's health insurance plans shall be secondary to those provided under such other plan during such applicable period of eligibility; (D) executive level career transition assistance services by a firm designated by the Executive (up to a maximum of $10,000); (E) full vesting of any unvested options with such options to be exercisable for the remaining term of the option or one year from the date of Termination, whichever occurs first; and (F) full vesting of any shares of restricted stock and elimination of any restrictions. As used in this Section 5(c): (x) with respect to a change of control occurring prior to the second anniversary of the Effective Date, the "Applicable Percentage" shall be 200 percent and the "Applicable Time Period" shall be 24 months; and (y) with respect to a change of control occurring on or after the second anniversary of the Effective Date, the "Applicable Percentage" shall be 100 percent and the "Applicable Time Period" shall be 12 months. A "change of control" of the Company shall be deemed to have occurred as of the first day that any one or more of the following severance benefitsconditions shall have been satisfied: (i) 9/12 of Employee’s base salary Except as provided herein, any person (as such term is defined in effect as section 3(a)(9) of the date Securities and Xxxxxxxx Xxx 0000, as amended (the "Exchange Act"), and used in sections 13(d) and 14(d) thereof, including a "group" as defined in section 13(d) thereof) (a "Person") is or becomes the beneficial owner (as such term is described in Rule 13d-3 of the General Rules and Regulations under the Exchange Act), directly or indirectly, of securities of the Company not including in the securities beneficially owned by such terminationPerson any securities acquired directly from the Company or its Affiliates, less applicable withholdingother than in connection with the acquisition by the Company or its affiliates of a business, payablerepresenting twenty percent (20%) or more of either the then outstanding shares or the combined voting power of the Company's then outstanding securities; provided however, at that neither the election current beneficial ownership of the Company's voting securities by Xxxxxxx Xxxxxxx nor the acquisition with the prior consent of the Board by Xxxxxxx Xxxxxxx or a group including Xxxxxxx Xxxxxxx of beneficial ownership of additional voting securities of the Company, either in a lump sum within thirty (30) days which when combined with the other voting securities beneficially owned by Xxxxxxx Xxxxxxx or such group constitutes less than 50% of the Involuntary Termination or at the same rate and in accordance with the Company’s standard payroll policies over a period of time not to exceed nine (9) months; (ii) a pro rata portion of Employee’s target bonus for the year of termination's voting securities outstanding, if any. Such amount shall equal the product of (x) the target bonus for the year of termination, multiplied by (y) a fraction, the numerator of which is the number of months Employee was employed for the Company during the year of termination, and denominator of which is twelve (12). The month in which Employee’s employment terminates shall be considered deemed to be a full month "change of control" for purposes of this calculation; (iii) all stock options granted by the Company to the Employee prior to the Change of Control shall become fully vested and exercisable as of the date of the termination to the extent such stock options are outstanding and unexercisable at the time of such termination and all stock subject to a right of repurchase by the Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse with respect to all of the shares; (iv) the Company shall reimburse Employee’s group medical, dental and vision plan continuation coverage premiums, if any, with respect to post-termination health (i.e., medical, vision and dental) coverage under the Company’s group health plansAgreement; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (ii) the Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall reimburse the Employee for the continuation coverage premiums paid by the Employee to continue coverage until the earlier of (i) the date Employee is no longer receiving continuation coverage pursuant to COBRA, or (ii) nine (9) months from the termination date.or

Termination Following a Change of Control. If the EmployeeExecutive’s employment with the Company terminates as a result of an Involuntary Termination other than for Cause, death, or Disability at any time within twenty-four between the period beginning on the Change of Control Trigger Date and ending twelve (2412) months after a Change of Control, then, subject to Employee Executive executing and not revoking a standard form of release of claims in with the form provided by the CompanyCompany and complying with Section 10 of this Agreement, Employee Executive shall be entitled to the following severance benefits: (i) 9/12 Two years of EmployeeExecutive’s base salary Base Salary as in effect as of the date of such termination, less applicable withholding, payable, at the election of the Company, either payable in a lump sum within thirty (30) days of the Involuntary Termination or at Date; provided that, if applicable, such payment shall be delayed until the same rate and in accordance with time when such payment will not be subject to any excise tax under Section 409A of the Company’s standard payroll policies over a period of time not to exceed nine (9) monthsCode; (ii) Two times Executive’s annual bonus at 100% of budget achievement (40% of Base Salary) payable in a pro rata portion lump sum within thirty (30) days of Employee’s target bonus for the year of terminationTermination Date; provided that, if any. Such amount shall equal the product of (x) the target bonus for the year of terminationapplicable, multiplied by (y) a fraction, the numerator of which is the number of months Employee was employed for the Company during the year of termination, and denominator of which is twelve (12). The month in which Employee’s employment terminates such payment shall be considered a full month for purposes delayed until the time when such payment will not be subject to any excise tax under Section 409A of this calculationthe Code; (iii) all stock options Equity Awards granted by the Company to the Employee prior Executive pursuant to the Change Section 5(c) of Control this Agreement shall become fully vested and exercisable as of the date of the termination Termination Date to the extent such stock options are outstanding and unexercisable or subject to a Company right of repurchase at the time of such termination Termination Date and all stock subject to a right of repurchase by options shall remain exercisable until the Company later of (or its successorx) that was purchased prior to the Change of Control shall have such right of repurchase lapse with respect to all end of the sharescalendar year in which each stock option would otherwise have expired and (y) the fifteenth day of the third month after which the option would otherwise have expired; (iv) the Company shall reimburse Employee’s group medical, dental and vision plan continuation coverage premiums, if any, with respect to post-termination same level of health (i.e., medical, vision and dental) coverage under and benefits as in effect for Executive, and, if applicable, Executive’s dependents, on the Company’s group health plansday immediately preceding the Termination Date; provided, however, that (iA) the Employee Executive constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 19861986 (the “Code”), as amended; and (iiB) the Employee Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall reimburse the Employee for the continuation coverage Executive’s COBRA premiums paid by the Employee to continue coverage until the earlier of (ix) the date Employee Executive is no longer receiving eligible to receive continuation coverage pursuant to COBRA, or (iiy) nine eighteen (918) months from the termination dateTermination Date or (z) until Executive obtains substantially similar coverage under another employer’s group insurance plan.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates as a result of an a Change in Control Involuntary Termination at any time within twenty-four eighteen (2418) months after a Change of Control, then, subject to Employee executing and not revoking a release of claims in the form provided by the Company, Employee shall be entitled to the following severance benefits: (i) 9/12 twenty-four (24) months of Employee’s base salary as in effect as of the date of such termination, less applicable withholding, payable, at the election of the Company, either payable in a lump sum within thirty (30) days of the Involuntary Termination or Termination; provided, however, that if Employee is a Specified Employee at the same rate and time of such termination, then payment shall be delayed as provided for in accordance with the Company’s standard payroll policies over a period of time not to exceed nine (9) monthsSection 5; (ii) a pro rata portion one hundred percent (100%) of Employee’s target bonus for the year in which the termination occurs; provided, however, that if Employee is a Specified Employee at the time of such termination, if any. Such amount shall equal the product of (x) the target bonus for the year of termination, multiplied by (y) a fraction, the numerator of which is the number of months Employee was employed for the Company during the year of termination, and denominator of which is twelve (12). The month in which Employee’s employment terminates then payment shall be considered a full month delayed as provided for purposes of this calculationin Section 5; (iii) all equity awards, including without limitation stock options option grants, restricted stock and stock purchase rights, granted by the Company to the Employee prior to the Change of Control shall become fully vested or released from the Company’s repurchase right (if any shares of stock purchased by or granted to the Employee prior to the Change of Control remain subject to such repurchase right) and exercisable as of the date of the termination to the extent such stock options equity awards are outstanding and unexercisable or unreleased at the time of such termination and all stock subject to a right termination. The Employee’s equity awards shall be exercisable until the earliest of repurchase (a) twelve (12) months from the Employee’s date of termination, (b) the latest date the equity award could have expired by its original terms under any circumstances, (c) the Company tenth (or its successor10th) that was purchased prior to the Change of Control shall have such right of repurchase lapse with respect to all anniversary of the shares;original date of grant of the equity award, or (d) the date provided for under the equity plan under which the award was granted; and (iv) the Company shall reimburse Employee’s group medical, dental and vision plan an amount equal to twelve (12) months of premiums for continuation coverage premiums, if any, with respect to post-termination health (i.e., medical, vision and dental) coverage under the Company’s group health plans; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (ii) the Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”)) at the same level of health (i.e., within medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee’s termination of employment, payable in a lump sum thirty (30) days from the Involuntary Termination; provided, however, that if Employee is a Specified Employee at the time period prescribed pursuant to COBRA. The Company of such termination, then payment shall reimburse the Employee be delayed as provided for the continuation coverage premiums paid by the Employee to continue coverage until the earlier of (i) the date Employee is no longer receiving continuation coverage pursuant to COBRA, or (ii) nine (9) months from the termination datein Section 5.

Termination Following a Change of Control. If In the Employee’s event that Executive's employment with is terminated by the Company without Cause or Executive terminates as his employment for Good Reason within 24 months of a result change of an Involuntary Termination at any time within twenty-four (24) months after a Change control of Control, then, subject to Employee executing and not revoking a release of claims in the form provided by the Company, Employee or if Executive voluntarily terminates his employment within the 30-day period commencing on the first anniversary of a change of control of the Company, in addition to any amounts that Executive is entitled to receive under Section 5(a) and in lieu of any amounts Executive would been titled to receive under Section 5(b) Executive shall receive: (A) the Applicable Percentage (as defined below) of his Annual Base Salary and annual cash bonus described in Section 3(b) of this Agreement at target level payable in an immediate single lump sum payment; (B) a lump sum amount, in cash, equal to the annual cash bonus described in Section 3(b) of this Agreement at target level for the fiscal year of the Company that includes the date of Termination multiplied by a fraction the numerator of which shall be entitled the number of days from the beginning of such fiscal year to and including the date of termination and the denominator of which shall be 365, which calculation shall be based on the terms of the Company's incentive compensation plans, assuming that all performance goals in effect on the date of termination were met at the target level for such year, such amount to be paid within 10 days of such date of Termination; (C)continued medical benefits to the Executive and/or the Executive's family for the Applicable Time Period (as defined below), such benefits to be in accordance with the most favorable medical benefit plans, practices, programs or policies of the Company as in effect and applicable to any senior executive officer of the Company and his or her family immediately preceding the date of Termination, provided, however, that if the Executive becomes employed with another employer and is eligible to receive medical benefits under another employer-provided plan, the benefits under the Company's health insurance plans shall be secondary to those provided under such other plan during such applicable period of eligibility; (D) executive level career transition assistance services by a firm designated by the Executive (up to a maximum of $10,000); (E) full vesting of any unvested stock options with such options to be exercisable for the remaining term of the stock options or one year from the date of Termination, whichever occurs first; and (F) full vesting of any shares of restricted stock and elimination of any restrictions. As used in this Section 5(c): (x) with respect to a change of control occurring prior to the second anniversary of the Effective Date, the "Applicable Percentage" shall be 200 percent and the "Applicable Time Period" shall be 24 months; and (y) with respect to a change of control occurring on or after the second anniversary of the Effective Date, the "Applicable Percentage" shall be 100 percent and the "Applicable Time Period" shall be 12 months. A "change of control" of the Company shall be deemed to have occurred as of the first day that any one or more of the following severance benefitsconditions shall have been satisfied: (i) 9/12 of Employee’s base salary Except as provided herein, any person and/or entity (as such term is defined in effect as section 3(a)(9) of the date Securities and Xxxxxxxx Xxx 0000, as amended (the "Exchange Act"), and used in sections 13(d) and 14(d) thereof, including a "group" as defined in section 13(d) thereof) (a "Person") is or becomes the beneficial owner (as such term is described in Rule 13d-3 of the General Rules and Regulations under the Exchange Act), directly or indirectly, of securities of the Company not including in the securities beneficially owned by such terminationPerson any securities acquired directly from the Company or its Affiliates, less applicable withholdingother than in connection with the acquisition by the Company or its affiliates of a business, payablerepresenting thirty percent (30%) or more of either the then outstanding shares or the combined voting power of the Company's then outstanding securities; or (ii) The consummation (i.e., at closing) of an agreement in which the election Company agrees to merge or consolidate with any other entity, other than (x) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company, either in a lump sum within greater than thirty percent (30%) days of the Involuntary Termination combined voting power of the voting securities of the Company or at such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; or (y) a merger or consolidation effected to implement a recapitalization of the same rate and Company (or similar transaction) in accordance which no Person is or becomes the beneficial owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates, other than in connection with the acquisition by the Company or its affiliates of a business) representing thirty percent (30%) or more of either the then outstanding shares of the Company or the combined voting power of the Company’s standard payroll policies over a period of time not to exceed nine (9) months;'s then outstanding securities; or (iiiii) a pro rata portion of Employee’s target bonus for the year of termination, if any. Such amount shall equal the product The consummation of (x) a plan of complete liquidation or dissolution of the target bonus for the year of termination, multiplied by Company; or (y) a fraction, the numerator of which is the number of months Employee was employed an agreement for the Company during the year of termination, and denominator of which is twelve (12). The month in which Employee’s employment terminates shall be considered a full month for purposes of this calculation; (iii) all stock options granted sale or disposition by the Company to the Employee prior to the Change of Control shall become fully vested and exercisable as all or substantially all of the date of the termination to the extent such stock options are outstanding and unexercisable at the time of such termination and all stock subject to Company's assets, other than a right of repurchase sale or disposition by the Company (of all or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse with respect to substantially all of the shares; Company's assets to an entity, greater than fifty percent (iv50%) of the combined voting power of the voting securities of which are owned by Persons in substantially the same proportions as their ownership of the Company immediately prior to such sale or disposition. Notwithstanding the foregoing, a change of control of the Company shall reimburse Employee’s group medical, dental and vision plan continuation coverage premiums, not be deemed to have occurred if any, with respect to post-termination health (i.e., medical, vision and dental) coverage under there is consummated any transaction or series of integrated transactions immediately following which the Company’s group health plans; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) record holders of the Internal Revenue Code voting securities of 1986, as amended; and (ii) the Employee elects continuation coverage pursuant Company immediately prior to such transaction or series of transactions continue to have substantially the Consolidated Omnibus Budget Reconciliation Act same proportionate ownership in an entity which owns all or substantially all of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The assets of the Company shall reimburse the Employee for the continuation coverage premiums paid by the Employee to continue coverage until the earlier immediately following such transaction or series of (i) the date Employee is no longer receiving continuation coverage pursuant to COBRA, or (ii) nine (9) months from the termination datetransactions.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates is terminated without Cause or is terminated as a result of an Involuntary Termination at any time within twenty-four twelve (2412) months after a Change of Control, then, subject Control and the Employee delivers to Employee executing and not revoking the Company within sixty (60) days following such termination a general release of claims in favor of the form provided by Company (the Companyrelease of which shall not include any release of claims pursuant to which the Employee is entitled to indemnification with respect to thereof) (the “Release”), then the Employee shall will be entitled to the following severance benefits:benefits (which shall be payable not later than sixty (60) days following receipt by the Company of the Release and subject to the time limitations set forth in Section 5): (i) 9/12 twelve (12) months of the Employee’s then-current annual base salary as in effect as of the date of such terminationsalary, less applicable withholding, payable, at the election of the Company, either payable in a lump sum within thirty (30) days of the Involuntary Termination or at the same rate and in accordance with the Company’s standard payroll policies over a period of time not to exceed nine (9) months;sum. (ii) a pro rata portion of Employee’s target bonus actually earned, based on actual completion of the applicable performance targets for the year of terminationyear, if any. Such amount shall equal quarter or other period (as applicable) in which the product of (x) the target bonus Involuntary Termination occurs, prorated for the year of termination, multiplied by (y) a fraction, the numerator of which is the number of months Employee was employed for days of the Employee’s service to the Company during the year of terminationfor such year, and denominator of which is twelve quarter or other period (12as applicable). The month , payable in which Employee’s employment terminates shall a lump sum; provided that all individual performance objectives will be considered a full month for purposes of this calculation;deemed fully achieved. (iii) all outstanding equity grants (whether in the form of options, restricted stock options or otherwise) granted by the Company to the Employee prior to the Change of Control Termination Date shall become fully vested and exercisable as of the date of the termination to the extent such stock options are outstanding and unexercisable at the time of such termination and all stock subject to a right of repurchase by the Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse with respect to all of the sharesexercisable; (iv) Until the earlier of (i) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (ii) twelve (12) months from the Termination Date, the Company shall reimburse Employee’s group medical, dental and vision plan Employee for continuation coverage premiums, if any, with respect pursuant to post-termination health COBRA (i.e., medical, vision as defined below) as was in effect for the Employee (and dentalany eligible dependents) coverage under on the Company’s group health plansday immediately preceding the Termination Date; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(14980B(g)(l) of the Internal Revenue Code of 1986, as amendedCode; and (ii) the Employee timely elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall reimburse the Employee for the continuation coverage premiums paid by the Employee to continue coverage until the earlier of (i) the date Employee is no longer receiving continuation coverage pursuant to COBRA, or (ii) nine (9) months from the termination date.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates is terminated without Cause or is terminated as a result of an Involuntary Termination at any time within twenty-four twelve (2412) months after a Change of Control, then, subject Control and the Employee delivers to Employee executing and not revoking the Company a general release of claims in favor of the form provided by Company (the Companyrelease of which shall not include any release of claims pursuant to which the Employee is entitled to indemnification with respect to thereof) (the “Release”) and satisfies all conditions to make the Release effective within sixty (60) days following such termination, then the Employee shall will be entitled to the following severance benefits:benefits (which shall be payable not later than fourteen (14) days following the receipt by the Company of the Release, and subject to the time limitations set forth in Section 5): (i) 9/12 twelve (12) months of the Employee’s then-current annual base salary as in effect as of the date of such terminationsalary, less applicable withholding, payable, at the election of the Company, either payable in a lump sum within thirty (30) days of the Involuntary Termination or at the same rate and in accordance with the Company’s standard payroll policies over a period of time not to exceed nine (9) months;sum. (ii) a pro rata portion of the Employee’s target annual bonus for the year of terminationyear, if any. Such amount shall equal the product of (x) based on the target bonus for potential amount (not the year of terminationamount actually payable), multiplied by (y) payable in a fraction, the numerator of which is the number of months Employee was employed for the Company during the year of termination, and denominator of which is twelve (12). The month in which Employee’s employment terminates shall be considered a full month for purposes of this calculation;lump sum. (iii) all stock options each equity award that was granted by the Company to the Employee prior to the Change of Control Termination Date shall become fully vested and exercisable as of the date of the termination to the extent such stock options are outstanding and unexercisable at the time of such termination and all stock subject to a right of repurchase by the Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse with respect to all of the shares;exercisable. (iv) Until the earlier of (i) the date the Employee is no longer eligible to receive continuation coverage pursuant to COBRA (as defined below), or (ii) twelve (12) months from the Termination Date, the Company shall reimburse Employee’s group medical, dental and vision plan the Employee for continuation coverage premiums, if any, with respect pursuant to post-termination health COBRA as was in effect for the Employee (i.e., medical, vision and dentalany eligible dependents) coverage under on the Company’s group health plansday immediately preceding the Termination Date; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(14980B(g)(l) of the Internal Revenue Code of 1986, as amendedCode; and (ii) the Employee timely elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall reimburse the Employee for the continuation coverage premiums paid by the Employee to continue coverage until the earlier of (i) the date Employee is no longer receiving continuation coverage pursuant to COBRA, or (ii) nine (9) months from the termination date.”

Termination Following a Change of Control. If the Employee’s employment with the Company terminates as a result of an Involuntary Termination at any time within twenty-four twelve (2412) months after a Change of Control, then, subject to Employee executing and not revoking a release of claims in the form provided by the Company, Employee shall be entitled to the following severance benefitsbenefits provided that Employee enters into and does not revoke a general release of claims with the Company in substanitally the form attached hereto as Exhibit A: (i) 9/12 of Employee’s base salary for the Severance Benefits Period as in effect as of the date of such termination, less applicable withholding, payable, at the election of the Company, either payable in a lump sum within thirty (30) days of the Involuntary Termination or at the same rate and in accordance with the Company’s standard payroll policies over a period of time not to exceed nine (9) monthsTermination; (ii) a pro rata portion of Employee’s target bonus variable compensation computed at 100% for the year Severance Benefits Period as in effect as of the date of such termination, if any. Such amount shall equal less applicable withholding, payable in a lump sum within thirty (30) days of the product of (x) the target bonus for the year of termination, multiplied by (y) a fraction, the numerator of which is the number of months Employee was employed for the Company during the year of termination, and denominator of which is twelve (12). The month in which Employee’s employment terminates shall be considered a full month for purposes of this calculationInvoluntary Termination; (iii) one hundred percent (100%) of any bonus declared prior to the date of any such termination for the Employee but not yet paid, if any; (iv) all stock options granted by the Company to the Employee prior to the Change of Control shall become fully vested and exercisable as of the date of the termination to and will remain exercisable for a 90 day period following the extent such Termination Date, notwithstanding any shorter period stated in the respective stock options are outstanding and unexercisable at the time of such termination and all stock subject to a right of repurchase by the Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse with respect to all of the sharesoption agreements and; (ivv) the Company shall reimburse Employee’s group medical, dental and vision plan continuation coverage premiums, if any, with respect to post-termination same level of health (i.e., medical, vision and dental) coverage under and benefits as in effect for the CompanyEmployee on the day immediately preceding the day of the Employee’s group health planstermination of employment; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (ii) the Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall reimburse the continue to provide Employee for the continuation coverage premiums paid by the Employee to continue with health coverage until the earlier of (i) the date Employee is no longer receiving eligible to receive continuation coverage pursuant to COBRA, or (ii) nine (9) months the end of the Severance Benefits Period as measured from the termination date.

Termination Following a Change of Control. If In the Employeeevent that Executive’s employment with is terminated by the Company without cause or the Executive terminates as his employment within 24 months of a result change of an Involuntary Termination at any time within twenty-four (24) months after a Change of Control, then, subject to Employee executing and not revoking a release of claims in the form provided by the Company, Employee shall be entitled to the following severance benefits: (i) 9/12 of Employee’s base salary as in effect as of the date of such termination, less applicable withholding, payable, at the election control of the Company, either or if Executive voluntarily terminates his employment within the 30-day period commencing on the first anniversary of a change of control of the Company, in addition to any amounts that Executive is entitled to receive under Section 6(a) and in lieu of any amounts Executive would been entitled to receive under Section 6(b), Executive shall receive: (A) the Applicable Percentage (as defined below) of his Annual Base Salary and annual cash bonus described in Section 3 of this Agreement at target level payable in an immediate single lump sum payment; (B) a lump sum within thirty (30) days amount, in cash, equal to the annual cash bonus described in Section 3 of the Involuntary Termination or this Agreement at the same rate and in accordance with the Company’s standard payroll policies over a period of time not to exceed nine (9) months; (ii) a pro rata portion of Employee’s target bonus level for the calendar year that includes the date of termination, if any. Such amount shall equal the product of (x) the target bonus for the year of termination, Termination multiplied by (y) a fraction, the numerator of which is shall be the number of months Employee was employed for days from the Company during beginning of such calendar year to and including the year date of termination, termination and the denominator of which is twelve (12). The month in which Employee’s employment terminates shall be considered a full month for purposes 365, which calculation shall be based on the terms of this calculation; (iii) the Company’s incentive compensation plans, assuming that all stock options granted by the Company to the Employee prior to the Change of Control shall become fully vested and exercisable as of performance goals in effect on the date of the termination to the extent such stock options are outstanding and unexercisable have been met at the time target level for such year, such amount to be paid within 10 days of such termination and all stock subject date; (C) continued medical benefits to a right the Executive and/or the Executive’s family for thirty-six (36) months, such benefits to be in accordance with the most favorable medical benefit plans, practices, programs or policies of repurchase by the Company (or its successor) that was purchased prior as in effect and applicable to the Change of Control shall have such right of repurchase lapse with respect to all any senior executive officer of the shares; (iv) Company and his or her family immediately preceding the Company shall reimburse Employee’s group medicaltermination date, dental and vision plan continuation coverage premiums, if any, with respect to post-termination health (i.e., medical, vision and dental) coverage under the Company’s group health plans; provided, however, that if the Executive becomes employed with another employer and is eligible to receive medical benefits under another employer-provided plan, the benefits under the Company’s health insurance plans shall be secondary to those provided under such other plan during such applicable period of eligibility; (D) executive level career transition assistance services by a firm designated by the Executive (up to a maximum of $10,000); (E) full vesting of any unvested stock options with such options to be exercisable for the remaining term of the stock options or one year from the termination date, whichever occurs first; and (F) full vesting of all stock options, shares of restricted stock and/or warrants and elimination of any restrictions. As used in this Section, with respect to a change of control occurring prior to the second anniversary of the Effective Date, the “Applicable Percentage” shall be 300 percent and the “Applicable Time Period” shall be thirty-six (36) months. A “change of control” of the Company shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have been satisfied: (i) Except as provided herein, any person and/or entity (as such term is defined in Section 3(a)(9) of the Employee constitutes Securities and Xxxxxxxx Xxx 0000, as amended (the “Exchange Act”), and used in Sections 13(d) and 14(d) thereof, including a qualified beneficiary, “group” as defined in Section 4980B(g)(113(d) thereof) (a “Person”) is or becomes the beneficial owner (as such term is described in Rule 13d-3 of the General Rules and Regulations under the Exchange Act), directly or indirectly, of securities of the Company not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates, other than in connection with the acquisition by the Company or its affiliates of a business, representing twenty-five percent (25%) or more of either the then outstanding shares or the combined voting power of the Company’s then outstanding securities; or (ii) The consummation (i.e., closing) of an agreement in which the Company agrees to merge or consolidate with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company, greater than twenty percent (20%) of the Internal Revenue Code combined voting power of 1986the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; or a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the beneficial owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates, other than in connection with the acquisition by the Company or its affiliates of a business) representing twenty percent (20%) or more of either the then outstanding shares of the Company or the combined voting power of the Company’s then outstanding securities; or (iii) The consummation of a plan of complete liquidation or dissolution of the Company; or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, greater than forty percent (40%) of the combined voting power of the voting securities of which are owned by Persons in substantially the same proportions as amended; and (ii) their ownership of the Employee elects continuation coverage pursuant Company immediately prior to such sale or disposition. Notwithstanding the Consolidated Omnibus Budget Reconciliation Act foregoing, a change of 1985, as amended (“COBRA”), within control of the time period prescribed pursuant to COBRA. The Company shall reimburse not be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the Employee for record holders of the continuation coverage premiums paid by voting securities of the Employee Company immediately prior to such transaction or series of transactions continue coverage until to have substantially the earlier same proportionate ownership in an entity which owns all or substantially all of (i) the date Employee is no longer receiving continuation coverage pursuant to COBRA, assets of the Company immediately following such transaction or (ii) nine (9) months from the termination dateseries of transactions.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates as a result of an Involuntary Termination at any time within twenty-four twelve (2412) months after a Change of Control, then, subject or prior to Employee executing and not revoking a release Change of claims Control where Employee’s employment with the Company is terminated as a result of an Involuntary Termination done in the form provided by the Companycontemplation of a Change in Control, Employee shall be entitled to the following severance benefits: (i) 9/12 Twenty-four (24) months of Employee’s base salary as in effect as of the date of such termination, less applicable withholding, payable, at the election of the Company, either payable in a lump sum within thirty (30) days of the Involuntary Termination or at the same rate and in accordance with the Company’s standard payroll policies over a period of time not to exceed nine (9) monthsTermination; (ii) a pro rata portion one hundred percent (100%) of Employee’s target bonus for the year of termination, if any. Such amount shall equal the product of (x) the target bonus for the year of termination, multiplied by (y) a fraction, the numerator of which is the number of months Employee was employed for the Company during the year of termination, and denominator of which is twelve (12). The month in which Employee’s employment terminates shall be considered a full month for purposes of this calculationthe termination occurs; (iii) all stock options granted by the Company to the Employee prior to the Change of Control shall become fully vested and exercisable as of the date of the termination to the extent such stock options are outstanding and unexercisable at the time of such termination and all stock subject to a right of repurchase by the Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse with respect to all of the shares; (iv) the Company shall reimburse Employee’s group medical, dental and vision plan continuation coverage premiums, if any, with respect to post-termination same level of health (i.e., medical, vision and dental) coverage under and benefits as in effect for the CompanyEmployee on the day immediately preceding the day of the Employee’s group health planstermination of employment; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (ii) the Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall reimburse the continue to provide Employee for the continuation coverage premiums paid by the Employee to continue with health coverage until the earlier of (i) the date Employee is no longer receiving eligible to receive continuation coverage pursuant to COBRA, or (ii) nine twelve (912) months from the termination date.