Common use of Termination in Connection with a Change in Control Clause in Contracts

Termination in Connection with a Change in Control. If the Company terminates Executive’s employment with the Company without Cause or Executive terminates employment with the Company for Good Reason, and such termination occurs within the period beginning three (3) months prior to, and ending eighteen (18) months following, a Change in Control, then, subject to Section 9, (i) Executive shall be entitled to receive a lump sum cash payment equal to twelve (12) months’ Base Salary, payable within thirty (30) days following termination or such later date required by Section 9, (ii) one hundred percent (100)% of the unvested portion of all equity awards, including without limitation stock option grants, restricted stock and restricted stock units, held by Executive at the time of the termination shall become fully vested or released from the Company’s repurchase right and exercisable as of such date, and (iii) if Executive elects continuation coverage pursuant to COBRA for Executive and Executive’s eligible dependents, the Company shall reimburse Executive for the COBRA premiums for such coverage (at the coverage levels in effect immediately prior to Executive’s termination) until the earlier of (A) twelve (12) months from the date of termination, or (B) the date upon which Executive and/or Executive’s eligible dependents become covered under similar plans, with such reimbursements made by the Company to Executive consistent with the Company’s normal expense reimbursement policy; provided, however, that if the Company determines that reimbursed COBRA premiums would be deemed to be discriminatory or to otherwise violate the then-applicable provisions of the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010, and the guidance and regulations issued thereunder, then Executive and the Company agree to negotiate in good faith to establish an alternative that replaces the benefit to Executive in a manner consistent with then applicable law, and does not increase the Company’s costs or liability with respect to the benefit.

Termination in Connection with a Change in Control. If If, at any time during the Company terminates period commencing on the date of a Change in Control and ending two (2) years after the Change in Control, the Executive’s employment with the Company without Cause is terminated for any reason by the Company or by the Executive, the Company shall have no further obligation to make or provide to the Executive, and the Executive terminates shall have no further right to receive or obtain from the Company, any payments or benefits except as follows: (a) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) any Accrued Obligations; (b) If such a termination of the Executive’s employment with the Company for Good Reasonconstitutes an Involuntary Termination, and such termination occurs within the period beginning three (3) months prior to, and ending eighteen (18) months following, a Change in Control, then, subject to Section 9, (i) Executive shall be entitled to receive the following benefits (in addition to the Accrued Obligations and any payments or benefits payable to the Executive pursuant to any Severance Arrangement): (i) The Company shall pay the Executive, subject to tax withholding and other authorized deductions, an amount equal to (x) one (1), times (y) the sum of (1) the Executive’s base salary at the annualized rate in effect on the Severance Date plus (2) the Executive’s target annual bonus for the Company’s fiscal year in which the Severance Date occurs. Such amount is referred to hereinafter as the “Severance Benefit.” Subject to Section 17(b), the Company shall pay the Severance Benefit to the Executive in a lump sum cash payment equal to twelve in the month following the month in which the Executive’s Separation from Service (12as such term is defined in Section 2) months’ Base Salary, payable within thirty (30) days following termination or such later date required by Section 9, occurs. (ii) one hundred percent (100)% of The Company will pay or reimburse the unvested portion of all equity awards, including without limitation stock option grants, restricted stock and restricted stock units, held by Executive at the time of the termination shall become fully vested or released from the Company’s repurchase right and exercisable as of such date, and (iii) if Executive elects continuation for his premiums charged to continue medical coverage pursuant to COBRA the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), at the same or reasonably equivalent medical coverage for the Executive and (and, if applicable, the Executive’s eligible dependents) as in effect immediately prior to the Severance Date, to the extent that the Executive elects such continued coverage; provided that the Company’s obligation to make any payment or reimbursement pursuant to this clause (ii) shall, subject to Section 17(b), commence with continuation coverage for the month following the month in which the Executive’s Separation from Service occurs and shall cease with continuation coverage for the twelfth (12th) month following the month in which the Executive’s Separation from Service occurs (or, if earlier, shall cease upon the first to occur of the Executive’s death, the date the Executive becomes eligible for coverage under the health plan of a future employer, or the date the Company ceases to offer group medical coverage to its active executive employees or the Company is otherwise under no obligation to offer COBRA continuation coverage to the Executive). To the extent the Executive elects COBRA coverage, he shall notify the Company in writing of such election prior to such coverage taking effect and complete any other continuation coverage enrollment procedures the Company may then have in place. (iii) The Company will pay or reimburse the Executive for his premiums charged to continue term life insurance coverage provided by the COBRA premiums Company for such coverage the Executive (and, if applicable, the Executive’s eligible dependents), on the terms and at the coverage levels in effect immediately prior to Executive’s termination) until on the earlier Severance Date, for a period of (A) twelve (12) months commencing with the month following the month in which the Executive’s Separation from Service occurs. (iv) Each option and other equity-based award granted by the Company to the Executive, to the extent outstanding and unvested on the Severance Date, shall accelerate and be fully vested as of the Severance Date; provided, however, that, as to any such equity award that is subject to performance-based vesting requirements, the vesting of such award will continue to be governed by its terms, except that any service-based vesting requirement applicable to such award will be deemed to be fully satisfied as of the Severance Date. Each such award that is an option or similar award, to the extent outstanding and vested on the Severance Date (after giving effect to the foregoing acceleration provision), shall be exercisable after the Severance Date as follows: (x) to the extent such option or award was outstanding and vested on the date of terminationthe Change in Control, such option or award shall remain exercisable for the remainder of the original maximum term of such option or award, and (y) to the extent such option or award was unvested on the date of the Change in Control and vested at any time after the Change in Control and on or before the Severance Date (including any such option or award that vested pursuant to the foregoing acceleration provision), such option or award shall remain exercisable until the first to occur of (A) the last day of the original maximum term of such option or award, or (B) the date upon which Executive and/or that is twelve (12) months after the last day such option or award would have been exercisable in accordance with its terms following such a termination of the Executive’s eligible dependents become covered under similar plansemployment. Notwithstanding the preceding sentence, any such option or award shall be subject to earlier termination in connection with such reimbursements made by a change in control of the Company and similar events as provided in the applicable plan and/or award agreement (provided that the Executive is given a reasonable opportunity to Executive exercise such vested option or award prior to its termination.) (c) The foregoing provisions of this Section 1.2 shall not affect: (i) the Executive’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the Company’s normal expense reimbursement policy; provided, however, that if the Company determines that reimbursed COBRA premiums would be deemed to be discriminatory or to otherwise violate the then-applicable provisions terms of the Patient Protection applicable Company welfare benefit plan; (ii) the Executive’s rights under COBRA to continue participation in medical, dental, hospitalization and Affordable Care Act and life insurance coverage; or (iii) the Health Care and Education Reconciliation Act Executive’s receipt of 2010, and benefits otherwise due in accordance with the guidance and regulations issued thereunder, then Executive and the Company agree to negotiate in good faith to establish an alternative that replaces the benefit to Executive in a manner consistent with then applicable law, and does not increase terms of the Company’s costs 401(k) plan (if any) and any vested Company equity or liability incentive awards in accordance with respect the terms and conditions of such awards. (d) For avoidance of doubt, if the Executive is entitled to receive severance benefits in connection with a termination of employment under both this Agreement and any Severance Arrangement, the benefitExecutive shall be entitled to receive both the benefits provided in this Agreement and the benefits provided in such Severance Arrangement.

Termination in Connection with a Change in Control. If the Company terminates Executive’s employment with the Company without Cause or Executive terminates employment with the Company for Good Reason, and such termination occurs within the period beginning three (3) months prior to, and ending eighteen (18) months following, following a Change in Control, thenthe Executive voluntarily terminates his employment for Good Reason or the Executive is discharged without Cause, subject in either case during the term of this Agreement or within 12 months following the Change in Control, whichever is later, then the Company shall have no further obligation to Section 9the Executive or his estate, except that the Company shall pay to the Executive (or his estate in the event of his subsequent death), (i) Executive shall be entitled to receive a lump lump-sum cash payment payable within 30 days following such termination equal to twelve two times the Executive’s annual base salary plus target cash bonus award for the year in which termination occurs (12) months’ Base Salary, payable within thirty (30) days following termination or such later date required by as described in Section 94 herein), (ii) one hundred percent (100)% a pro rata amount of the unvested portion annual target cash bonus described in Section 4(b) above for the year of all equity awardstermination, including without limitation stock option grantsbased on the number of days the Executive was employed in the year in comparison to 365, restricted stock and restricted stock units, held by Executive at payable within sixty days following the time end of the calendar year in which termination shall become fully vested occurs, (iii) all benefits then payable under the governing provisions of any benefit plan or released from program of the Company’s repurchase right and exercisable as of such date, and (iiiiv) any previously unvested shares of Restricted Stock or other stock-based compensation shall immediately become fully vested. In addition, if following the date of such resignation or discharge, the Executive elects becomes eligible to elect continuation coverage pursuant to under COBRA for Executive and Executive’s eligible dependentsproperly elects such coverage, the Company shall reimburse the Executive or pay on the Executive’s behalf the amount of the premiums under COBRA for the Company’s group health and hospitalization insurance coverage then in effect, in each case for so long as he remains eligible for COBRA premiums for such coverage coverage, or until expiration of the term of this Agreement (whichever is longer). All payments to the Executive or his estate pursuant to this Section 6(e) shall be made in the same manner and at the coverage levels same times as they would have been paid to the Executive had he not resigned or been discharged. As a condition to making any such payments under this paragraph (e) or paragraph (d) above, the Executive shall execute and deliver to the Company the Executive’s release of all claims against the Company and its Affiliates, other than the right to receive such payments, in effect the form and substance reasonably acceptable to the Company. For purposes of this Agreement, an “Affiliate” of an entity is a person that directly or indirectly controls, is under the control of or is under common control with such entity. No such termination pursuant to this paragraph (e) will relieve the Executive of his obligations under Section 7 hereunder. For purposes of this Agreement, a “Change in Control” occurs when (in accordance of the Internal Revenue Code of 1986, as amended, and applicable Treasury authorities (“Section 409A”)): (i) Any one person, or more than one person acting as a group (as defined in Section 409A) acquires ownership of capital stock of the Company that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the capital stock of the Company (provided that an increase in the percentage of capital stock owned by any one person, or persons acting as a group, as a result of a transaction in which the Company acquires its capital stock in exchange for property will be treated as an acquisition of capital stock for purposes of this section); (ii) any one person, or more than one person acting as a group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of capital stock of the Company possessing 30 percent or more of the total voting power of the capital stock of the Company; (iii) a majority of members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of such appointment or election; or (iv) any one person has acquired or more than one person has acting as a group has acquired (or during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all of the assets of the Company immediately prior to Executive’s terminationsuch acquisition or acquisitions. For purposes of clause (iv) until in the earlier immediately preceding sentence, gross fair market value means the value of (A) twelve (12) months from the date assets of terminationthe Company or the value of the assets being disposed of, or (B) the date upon which Executive and/or Executive’s eligible dependents become covered under similar plans, determined without regard to any liabilities associated with such reimbursements made assets. A transfer of assets by the Company to Executive consistent with is not treated as a change in the Company’s normal expense reimbursement policy; provided, however, that ownership of such assets if the Company determines that reimbursed COBRA premiums would be deemed to be discriminatory or to otherwise violate the then-applicable provisions assets are transferred to: (a) a shareholder of the Patient Protection and Affordable Care Act and Company (immediately before the Health Care and Education Reconciliation Act of 2010, and the guidance and regulations issued thereunder, then Executive and the Company agree to negotiate asset transfer) in good faith to establish an alternative that replaces the benefit to Executive in a manner consistent with then applicable law, and does not increase the Company’s costs exchange for or liability with respect to its capital stock; (b) an entity, 50 percent or more of the benefittotal value or voting power of which is owned, directly or indirectly, by the Company; (c) a person, or more than one person acting as a group, that owns, directly or indirectly, 50 percent or more of the total value or voting power of all the outstanding capital stock of the Company; or (d) an entity, at least 50 percent of the total value or voting power of which is owned, directly or indirectly, by a person described in the immediately preceding clause (c).

Termination in Connection with a Change in Control. If If, at any time during the Company terminates period commencing on the date of a Change in Control and ending two (2) years after the Change in Control, the Executive’s employment with the Company without Cause is terminated for any reason by the Company or by the Executive, the Company shall have no further obligation to make or provide to the Executive, and the Executive terminates shall have no further right to receive or obtain from the Company, any payments or benefits except as follows: (a) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) any Accrued Obligations; (b) If such a termination of the Executive’s employment with the Company for Good Reasonconstitutes an Involuntary Termination, and such termination occurs within the period beginning three (3) months prior to, and ending eighteen (18) months following, a Change in Control, then, subject to Section 9, (i) Executive shall be entitled to receive the following benefits (in addition to the Accrued Obligations and any payments or benefits payable to the Executive pursuant to any Severance Arrangement): (i) The Company shall pay the Executive, subject to tax withholding and other authorized deductions, an amount equal to (x) two (2), times (y) the sum of (1) the Executive’s base salary at the annualized rate in effect on the Severance Date plus (2) the Executive’s target annual bonus for the Company’s fiscal year in which the Severance Date occurs. Such amount is referred to hereinafter as the “Severance Benefit”. Subject to Section 17(b), the Company shall pay the Severance Benefit to the Executive in a lump sum cash payment equal to twelve in the month following the month in which the Executive’s Separation from Service (12as such term is defined in Section 2) months’ Base Salary, payable within thirty (30) days following termination or such later date required by Section 9, occurs. (ii) one hundred percent (100)% of The Company will pay or reimburse the unvested portion of all equity awards, including without limitation stock option grants, restricted stock and restricted stock units, held by Executive at the time of the termination shall become fully vested or released from the Company’s repurchase right and exercisable as of such date, and (iii) if Executive elects continuation for his premiums charged to continue medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“ COBRA ”), at the same or reasonably equivalent medical coverage for the Executive and (and, if applicable, the Executive’s eligible dependents) as in effect immediately prior to the Severance Date, to the extent that the Executive elects such continued coverage; provided that the Company’s obligation to make any payment or reimbursement pursuant to this clause (ii) shall, subject to Section 17(b), commence with continuation coverage for the month following the month in which the Executive’s Separation from Service occurs and shall cease with continuation coverage for the twenty fourth (24 th ) month following the month in which the Executive’s Separation from Service occurs (or, if earlier, shall cease upon the first to occur of the Executive’s death, the date the Executive becomes eligible for coverage under the health plan of a future employer, or the date the Company ceases to offer group medical coverage to its active executive employees or the Company is otherwise under no obligation to offer COBRA continuation coverage to the Executive). To the extent the Executive elects COBRA coverage, he shall notify the Company in writing of such election prior to such coverage taking effect and complete any other continuation coverage enrollment procedures the Company may then have in place. (iii) The Company will pay or reimburse the Executive for his premiums charged to continue term life insurance coverage provided by the COBRA premiums Company for such coverage the Executive (and, if applicable, the Executive’s eligible dependents), on the terms and at the coverage levels in effect immediately prior to on the Severance Date, for a period of twenty fourth (24) months commencing with the month following the month in which the Executive’s terminationSeparation from Service occurs. (iv) Each option and other equity-based award granted by the Company to the Executive, to the extent outstanding and unvested on the Severance Date, shall accelerate and be fully vested as of the Severance Date; provided, however, that, as to any such equity award that is subject to performance-based vesting requirements, the vesting of such award will continue to be governed by its terms, except that any service-based vesting requirement applicable to such award will be deemed to be fully satisfied as of the Severance Date. Each such award that is an option or similar award, to the extent outstanding and vested on the Severance Date (after giving effect to the foregoing acceleration provision), shall be exercisable after the Severance Date as follows: (x) to the extent such option or award was outstanding and vested on the date of the Change in Control, such option or award shall remain exercisable for the remainder of the original maximum term of such option or award, and (y) to the extent such option or award was unvested on the date of the Change in Control and vested at any time after the Change in Control and on or before the Severance Date (including any such option or award that vested pursuant to the foregoing acceleration provision), such option or award shall remain exercisable until the earlier first to occur of (A) twelve (12) months from the date last day of terminationthe original maximum term of such option or award, or (B) the date upon which Executive and/or that is twenty fourth (24) months after the last day such option or award would have been exercisable in accordance with its terms following such a termination of the Executive’s eligible dependents become covered under similar plansemployment. Notwithstanding the preceding sentence, any such option or award shall be subject to earlier termination in connection with such reimbursements made by a change in control of the Company and similar events as provided in the applicable plan and/or award agreement (provided that the Executive is given a reasonable opportunity to Executive exercise such vested option or award prior to its termination.) (c) The foregoing provisions of this Section 1.2 shall not affect: (i) the Executive’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the Company’s normal expense reimbursement policy; provided, however, that if the Company determines that reimbursed COBRA premiums would be deemed to be discriminatory or to otherwise violate the then-applicable provisions terms of the Patient Protection applicable Company welfare benefit plan; (ii) the Executive’s rights under COBRA to continue participation in medical, dental, hospitalization and Affordable Care Act and life insurance coverage; or (iii) the Health Care and Education Reconciliation Act Executive’s receipt of 2010, and benefits otherwise due in accordance with the guidance and regulations issued thereunder, then Executive and the Company agree to negotiate in good faith to establish an alternative that replaces the benefit to Executive in a manner consistent with then applicable law, and does not increase terms of the Company’s costs 401(k) plan (if any) and any vested Company equity or liability incentive awards in accordance with respect the terms and conditions of such awards. (d) For avoidance of doubt, if the Executive is entitled to receive severance benefits in connection with a termination of employment under both this Agreement and any Severance Arrangement, the benefitExecutive shall be entitled to receive both the benefits provided in this Agreement and the benefits provided in such Severance Arrangement.

Termination in Connection with a Change in Control. If In the Company terminates event that Executive’s employment with the Company terminates without Cause pursuant to Section 3(a)(iv) or Executive terminates employment with the Company resigns for Good Reason, and such termination occurs Reason pursuant to Section 3(a)(v) within the period beginning three twenty-four (324) months prior to, and ending eighteen (18) months following, following a Change in Control, then, subject to Executive signing on or before the 50th day following Executive’s Separation from Service, and not revoking, the Release and Executive’s continued compliance with Sections 5 and 6, in lieu of any amounts payable under Section 94(b), then Executive shall receive, in addition to payments and benefits set forth in Section 3(c), the following benefits: (i) Executive Company shall pay to Executive, an amount equal to two and one-half (2 ½) times the sum of (A) the Annual Base Salary plus (B) the Target Bonus, payable in a lump sum (provided that payments shall be entitled made in installments on the Schedule described in Section 4(b)(i) if the Change in Control does not constitute a “change in control event” described in Treasury Regulation Section 1.409A-3(i)(5)); (ii) Company shall pay to receive Executive an amount equal to the Annual Bonus, determined based on the actual performance of the Company for the full fiscal year in which Executive’s employment terminates, prorated for the number of days of employment completed during the fiscal year in which the Date of Termination occurs, payable in a lump sum cash payment amount at the time it would otherwise have been paid had the Executive remained employed for the entire fiscal year; (iii) Company shall pay to Executive an amount equal to twelve the amount of the premiums Executive would have been required to pay to continue Executive’s and Executive’s covered dependents’ medical, dental and vision coverage in effect on the Date of Termination under the Company’s group healthcare plans pursuant to COBRA for twenty-four (1224) months’ Base Salarymonths following the Date of Termination, which amount shall be based on the premium for the first month of COBRA coverage and shall be paid regardless of whether or not Executive elects COBRA continuation coverage; (iv) Subject to continued payment by Executive of any applicable cost owed by him under the applicable plan, for the twenty-four (24) months following the Date of Termination continuation of life and accidental death and dismemberment benefits substantially similar to those provided to Executive and (as applicable) his dependents immediately prior to the date of termination or, as applicable and if more favorable to Executive, those provided in respect of Executive immediately prior to the first occurrence of an event or circumstance constituting Good Reason (in each case, however, subject to any amendments to such arrangements from time to time that are generally applicable to senior executives of the Company), at no greater cost to Executive than the cost to Executive immediately prior to such date or occurrence; and (v) For purposes of determining the amount of any benefit payable within to Executive and Executive’s right to any benefit otherwise payable under any Pension Plan, and except to the extent it would result in a duplication of benefits under the following sentence, Executive shall be treated as if he had accumulated (after the date of termination) thirty (30) days following months of service credit thereunder and had been credited during such period with his compensation as in effect immediately before termination (or, if greater and as applicable, immediately prior to the first occurrence of an event or such later date required by Section 9, (ii) one hundred percent (100)% of circumstance constituting Good Reason). In addition to the unvested portion of all equity awards, including without limitation stock option grants, restricted stock and restricted stock units, held by benefits to which Executive at the time of the termination shall become fully vested or released from the Company’s repurchase right and exercisable as of such date, and (iii) if Executive elects continuation coverage pursuant to COBRA for Executive and Executive’s eligible dependentsis entitled under any defined contribution Pension Plan, the Company shall reimburse pay Executive for a lump sum amount, in cash, equal to the COBRA premiums for such coverage (at the coverage levels in effect immediately prior to Executive’s termination) until the earlier sum of (A) twelve the amount that would have been contributed thereto or credited thereunder by the Company on Executive’s behalf during the thirty (1230) months from following his termination (but not including as amounts that would have been contributed or credited an amount equal to the date amount of terminationany reduction in base salary, bonus or other compensation that would have occurred in connection with such contribution or credit), determined (x) as if Executive made or received the maximum permissible contributions thereto or credits thereunder during such period, and (y) as if Executive earned compensation during such period at the rate in effect immediately before termination (or, if greater and as applicable, immediately prior to the first occurrence of an event or circumstance constituting Good Reason), and (B) the date upon which Executive and/or excess, if any, of (x) Executive’s eligible dependents become covered account balance under similar plans, with such reimbursements made by the Company to Executive consistent with the Company’s normal expense reimbursement policy; provided, however, that if the Company determines that reimbursed COBRA premiums would be deemed to be discriminatory or to otherwise violate the then-applicable provisions Pension Plan as of the Patient Protection date of termination over (y) the portion of such account balance that is nonforfeitable under the terms of the Pension Plan. Notwithstanding the foregoing but subject to execution and Affordable Care Act and nonrevocation of the Health Care and Education Reconciliation Act of 2010Release, the cash lump sum amounts payable pursuant to Section 4(c)(iii), and the guidance and regulations issued thereunder(v), then Executive and the Company agree to negotiate in good faith to establish an alternative that replaces the benefit to Executive in a manner consistent with then applicable law, and does not increase the Companyshall be paid sixty (60) days after Executive’s costs or liability with respect to the benefitDate of Termination.

Termination in Connection with a Change in Control. If In the Company terminates Executive’s employment with event of a Change of Control (as defined in the Company without Cause or Executive terminates employment with the Company for Good Reason, and such termination occurs within the period beginning three (3) months prior to, and ending eighteen (18) months followingCompany's Long-Term Incentive Plan, a Change in Controlcopy of which definition is attached), then, subject to Section 9, (i) Executive shall you will be entitled to receive the following: (a) Immediately prior to the effective date of a lump sum cash payment equal Change of Control, all stock options granted to twelve you and not otherwise vested shall vest and become exercisable by you for a minimum of 90 days (12) months’ Base Salaryor, payable within thirty (30) days following termination or such later date required by Section 9, (ii) one hundred percent (100)% of the unvested portion of all equity awards, including without limitation stock option grants, restricted stock and restricted stock units, held by Executive at the time of the termination shall become fully vested or released from the Company’s repurchase right and exercisable as of such date, and (iii) if Executive elects continuation coverage pursuant to COBRA for Executive and Executive’s eligible dependentslonger, the Company shall reimburse Executive for term thereof) so that you may participate in the COBRA premiums for such coverage (at Change of Control transaction to the coverage levels in effect immediately prior to Executive’s termination) until the earlier of (A) twelve (12) months from the date of terminationfullest extent feasible, or (B) the date upon which Executive and/or Executive’s eligible dependents become covered under similar plans, with such reimbursements made by the Company to Executive consistent with the Company’s normal expense reimbursement policy; provided, however, that if the acceleration of your options would cause a charge to the Company's earnings, then at the Company's option it may offer you a consulting position for the term of your options during which your options would continue to vest; (b) Upon any termination of your employment after a Change of Control, for a period of eighteen months from the date of your termination, the Company determines will pay for the COBRA benefits due you; (c) If you are terminated without Cause (as defined in the attachment), or you resign for Good Reason (as set forth in the attachment) within the first year following the Change in Control, upon such event you shall be paid in a lump sum an amount equal to two times your current salary from the Company; (d) If you are terminated without Cause, or you resign for Good Reason (as set forth in the attachment) within the second year following the Change in Control, upon such event you shall be paid in a lump sum an amount equal to one times your current salary; (e) Upon a Change in Control, funds sufficient to satisfy your Change of Control payments in (c) or (d) above shall be deposited into a trust account maintained by a major financial institution and shall be paid to you upon your written notice to the Trustee to the effect that reimbursed COBRA premiums you have been terminated without Cause or you have resigned for Good Reason. The Company shall not have the ability to prevent such payment from the trust upon your notice, but shall have the right to dispute your termination as provided in Section 8 below, and pursue all other available remedies; (f) To the extent that the benefits provided to you upon a Change in Control would be deemed exceed the amount deductible pursuant to be discriminatory or to otherwise violate the then-applicable provisions Section 280G of the Patient Protection and Affordable Care Act and Internal Revenue Code (or any successor law), or the Health Care and Education Reconciliation Act of 2010, and the guidance rules and regulations issued thereunder, then Executive and the Company agree amount of benefits payable to negotiate in good faith to establish an alternative that replaces the benefit to Executive in a manner consistent with then applicable law, and does not increase the Company’s costs or liability with respect you will be limited to the benefitmaximum amount permitted under Section 280G, with the benefits that are reduced to be selected by you.

Termination in Connection with a Change in Control. If In the Company terminates event that, within twenty-four (24) months following a Change in Control (as defined below), Executive’s employment with is terminated by the Company without Cause pursuant to Section 3(a)(iv) or by Executive terminates employment with the Company for Good Reason, and such termination occurs within the period beginning three (3Reason pursuant to Section 3(a)(vi) months prior to, and ending eighteen (18) months following, a Change in Control, then, subject to Executive’s signing on or before the 50th day following Executive’s Separation from Service, and not revoking, the Release and Executive’s continued compliance with Sections 5 - 6 and 7, in lieu of any amounts payable under Section 94(b), Executive shall receive, in addition to payments and benefits set forth in Section 3(c), the following benefits: (i) Executive The Company shall pay to Executive, an amount equal to two (2) times the sum of (A) the Annual Base Salary plus (B) the Target Bonus, each in the full amount as in effect at such time, payable in a lump sum (provided that payments shall be entitled made in installments on the Schedule described in Section 4(b)(i) if the Change in Control does not constitute a “change in control event” described in Treasury Regulation Section 1.409A-3(i)(5)); (ii) The Company shall pay to receive Executive an amount equal to the Annual Bonus, determined based on the actual performance of the Company for the full fiscal year in which Executive’s employment terminates, prorated for the number of days of employment completed during the fiscal year in which the Date of Termination occurs, payable in a lump sum cash payment equal to twelve (12) months’ Base Salary, payable within thirty (30) days following termination or such later date required by Section 9, (ii) one hundred percent (100)% of the unvested portion of all equity awards, including without limitation stock option grants, restricted stock and restricted stock units, held by Executive amount at the time it would otherwise have been paid in accordance with Section 2(b) had Executive remained employed for the entire fiscal year; (iii) The Company shall pay to Executive an amount equal to the amount of the termination shall become fully vested or released from premiums Executive would have been required to pay to continue Executive’s and Executive’s covered dependents’ medical, dental and vision coverage in effect on the Date of Termination under the Company’s repurchase right and exercisable as of such date, and (iii) if Executive elects continuation coverage group healthcare plans pursuant to COBRA for twenty-four (24) months following the Date of Termination, which amount shall be based on the premium for the first month of COBRA coverage and shall be paid regardless of whether or not Executive elects COBRA continuation coverage; (iv) Subject to continued payment by Executive of any applicable cost owed by him under the applicable plan, for the twenty-four (24) months following the Date of Termination continuation of life and accidental death and dismemberment benefits substantially similar to those provided to Executive and his dependents immediately prior to the date of termination (in each case, however, subject to any amendments to such arrangements from time to time that are generally applicable to executives of the Company), at no greater cost to Executive than the cost to Executive immediately prior to such date; and (v) For purposes of determining the amount of any benefit payable to Executive and Executive’s eligible dependentsright to any benefit otherwise payable under any Pension Plan, and except to the extent it would result in a duplication of benefits under the following sentence, Executive shall be treated as if he had accumulated (after the date of termination) twenty-four (24) months of service credit thereunder and had been credited during such period with his compensation as in effect immediately before termination (or, if greater and as applicable, immediately prior to the first occurrence of an event or circumstance constituting Good Reason). In addition to the benefits to which Executive is entitled under any defined contribution Pension Plan, the Company shall reimburse pay Executive for a lump sum amount, in cash, equal to the COBRA premiums for such coverage (at the coverage levels in effect immediately prior to Executive’s termination) until the earlier sum of (A) twelve the amount that would have been contributed thereto or credited thereunder by the Company on Executive’s behalf during the twenty-four (1224) months from following his termination (but not including as amounts that would have been contributed or credited an amount equal to the date amount of terminationany reduction in base salary, bonus or other compensation that would have occurred in connection with such contribution or credit), determined (x) as if Executive made or received the maximum permissible contributions thereto or credits thereunder during such period, and (y) as if Executive earned compensation during such period at the rate in effect immediately before termination (or, if greater and as applicable, immediately prior to the first occurrence of an event or circumstance constituting Good Reason), and (B) the date upon which Executive and/or excess, if any, of (x) Executive’s eligible dependents become covered account balance under similar plans, with such reimbursements made by the Company to Executive consistent with the Company’s normal expense reimbursement policy; provided, however, that if the Company determines that reimbursed COBRA premiums would be deemed to be discriminatory or to otherwise violate the then-applicable provisions Pension Plan as of the Patient Protection date of termination over (y) the portion of such account balance that is nonforfeitable under the terms of the Pension Plan. Notwithstanding the foregoing but subject to execution and Affordable Care Act nonrevocation of the Release, the cash lump sum amounts payable pursuant to Section 4(c)(i), (iii) and the Health Care and Education Reconciliation Act (v) shall be paid sixty (60) days after Executive’s Date of 2010, and the guidance and regulations issued thereunder, then Executive and the Company agree to negotiate in good faith to establish an alternative that replaces the benefit to Executive in a manner consistent with then applicable law, and does not increase the Company’s costs or liability with respect to the benefitTermination.

Termination in Connection with a Change in Control. If In the Company terminates Executiveevent of a Change of Control (as defined in the Company’s employment with the Company without Cause or Executive terminates employment with the Company for Good Reason, and such termination occurs within the period beginning three (3) months prior to, and ending eighteen (18) months followingLong-Term Incentive Plan, a Change in Controlcopy of which definition is attached), then, subject to Section 9, (i) Executive shall you will be entitled to receive the following: (a) Immediately prior to the effective date of a lump sum cash payment equal Change of Control, all stock options granted to twelve you and not otherwise vested shall vest and become exercisable by you for a minimum of 90 days (12) months’ Base Salaryor, payable within thirty (30) days following termination or such later date required by Section 9, (ii) one hundred percent (100)% of the unvested portion of all equity awards, including without limitation stock option grants, restricted stock and restricted stock units, held by Executive at the time of the termination shall become fully vested or released from the Company’s repurchase right and exercisable as of such date, and (iii) if Executive elects continuation coverage pursuant to COBRA for Executive and Executive’s eligible dependentslonger, the Company shall reimburse Executive for term thereof) so that you may participate in the COBRA premiums for such coverage (at Change of Control transaction to the coverage levels in effect immediately prior to Executive’s termination) until the earlier of (A) twelve (12) months from the date of terminationfullest extent feasible, or (B) the date upon which Executive and/or Executive’s eligible dependents become covered under similar plans, with such reimbursements made by the Company to Executive consistent with the Company’s normal expense reimbursement policy; provided, however, that if the Company determines that reimbursed COBRA premiums acceleration of your options would be deemed cause a charge to be discriminatory or to otherwise violate the then-applicable provisions of the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010, and the guidance and regulations issued thereunder, then Executive and the Company agree to negotiate in good faith to establish an alternative that replaces the benefit to Executive in a manner consistent with then applicable law, and does not increase the Company’s costs earnings, then at the Company’s option it may offer you a consulting position for the term of your options during which your options would continue to vest; (b) Upon any termination of your employment after a Change of Control, for a period of eighteen months from the date of your termination, the Company will pay for the COBRA benefits due you; (c) If you are terminated without Cause (as defined in the attachment), or liability with respect you resign for Good Reason (as set forth in the attachment) within the first twenty-four (24) months following the Change in Control, upon such event you shall be paid in a lump sum an amount equal to two times your current salary from the Company; (d) Upon a Change in Control, funds sufficient to satisfy your Change of Control payments in (b) or (c) above shall be deposited into a trust account maintained by a major financial institution and shall be paid to you upon your written notice to the benefitTrustee to the effect that you have been terminated without Cause or you have resigned for Good Reason. The Company shall not have the ability to prevent such payment from the trust upon your notice, but shall have the right to dispute your termination as provided in Section 8 below, and pursue all other available remedies; (e) To the extent that the benefits provided to you upon a Change in Control would exceed the amount deductible pursuant to Section 280G of the Internal Revenue Code (or any successor law), or the rules and regulations thereunder, and thereby result in an excise tax payable by you, then at least 30 days prior to the due date of any such tax, the Company shall pay you an amount equal to the tax (together with any tax on such payment).

Termination in Connection with a Change in Control. If the Company terminates Executive’s employment with the Company without Cause or Executive terminates employment with the Company for Good Reason, and such termination occurs within the period beginning three (3) months prior to, and ending eighteen (18) months following, a Change in Control, then, subject to Section 910, (i) Executive shall be entitled to receive a lump sum cash payment equal to twelve twenty four (1224) months’ Base Salary, payable within thirty (30) days following termination or such later date required by Section 910, (ii) one hundred percent (100)% of the unvested portion of all equity awards, including without limitation stock option grants, restricted stock and restricted stock units, held by Executive at the time of the termination shall become fully vested or released from the Company’s repurchase right and exercisable as of such date, and (iii) if Executive elects continuation coverage pursuant to COBRA for Executive and Executive’s eligible dependents, the Company shall reimburse Executive for the COBRA premiums for such coverage (at the coverage levels in effect immediately prior to Executive’s termination) until the earlier of (A) twelve eighteen (1218) months from the date of termination, or (B) the date upon which Executive and/or Executive’s eligible dependents become covered under similar plans, with such reimbursements made by the Company to Executive consistent with the Company’s normal expense reimbursement policy; provided, however, that if the Company determines that reimbursed COBRA premiums would be deemed to be discriminatory or to otherwise violate the then-applicable provisions of the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010, and the guidance and regulations issued thereunder, then Executive and the Company agree to negotiate in good faith to establish an alternative that replaces the benefit to Executive in a manner consistent with then applicable law, and does not increase the Company’s costs or liability with respect to the benefit.

Termination in Connection with a Change in Control. If the Company terminates Executive’s employment is terminated in anticipation of, upon or within twenty-four (24) months following a Change in Control (as defined in the Equity Plan), by the Corporation without Cause under Section 6(a) hereof or by Executive for Good Reason under Section 7 hereof, Executive shall be entitled to the following payments, subject to Sections 12 and 13: i. The Accrued Amounts, as soon as reasonably practicable following the date of termination; ii. Any Bonus that was earned in the fiscal year prior to the fiscal year of employment termination that has not yet been paid shall be payable at the time payment is made to other similarly situated executives of the Corporation, but in no event later than two and one-half (2½) months after the close of the year in which Executive becomes vested in such Bonus; iii. The Pro Rated Bonus; iv. A lump sum payment equal to two (2) times the sum of (A) Base Salary and (B) target Bonus for the fiscal year of termination, payable within ten (10) calendar days after Executive’s delivery to the Corporation and non-revocation of an executed and enforceable Release, in accordance with and subject to Section 13; v. In exchange for Executive’s continued compliance with the Company without Cause or Executive terminates employment Restrictive Covenants in Section 12 after the date of the Change in Control, an additional lump sum payment equal to the sum of (A) Base Salary and (B) target Bonus for the fiscal year of termination, payable after the date of termination and within ten (10) calendar days after Executive’s delivery to the Corporation and non-revocation of an executed and enforceable Release, in accordance with and subject to Section 13, or, if the Company for Good Reason, and such termination occurs within the period beginning three (3) months prior to, and ending eighteen (18) months following, was in anticipation of a Change in Control, thenpayable after the date of the Change in Control and within ten (10) calendar days after Executive’s delivery to the Corporation and non-revocation of an executed and enforceable Release, in accordance with and subject to Section 913; provided that, (i) if Executive previously has delivered and not revoked an executed and enforceable Release in connection with Executive’s termination of employment before the Change in Control, the additional Release required by this clause shall apply only to the period between the execution and delivery of an enforceable Release upon Executive’s termination of employment and the date of the Change in Control; vi. The Sign-On Award, which shall become fully vested and non-forfeitable, provided that if termination was in anticipation of a Change in Control, the vesting of the performance portion of the Sign-On Award shall occur on the Change in Control. Full payment of the Sign-On Bonus; vii. The COBRA Benefits; and viii. Reimbursement for outplacement assistance up to a maximum amount of $50,000, for no longer than one year after the date of employment termination. ix. The treatment of any equity compensation awards held by Executive shall be entitled governed by the terms of the plan or agreement under which such awards were granted. x. If a Change in Control occurs and payments are made under this Section 10(e), and a final determination is made under or by legislation, regulation, or ruling applicable or directed to receive Executive or the Corporation, by court decision, or by independent tax counsel, that the aggregate amount of any payments made to Executive under this Agreement and any other agreement, plan, program or policy of the Corporation in connection with, on account of, or as a lump sum cash result of, such Change in Control (“Total Payments”) will be subject to an excise tax under the provisions of Code Section 4999 or any successor section thereof (“Excise Tax”), the Total Payments shall be reduced (beginning with those that are exempt from Code Section 409A) so that the maximum amount of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount that would cause the Total Payments to be subject to the Excise Tax; provided, however, that the Total Payments shall be reduced only to the extent that the after-tax value of amounts received by Executive after application of the above reduction would exceed the after-tax value of the Total Payments received without application of such reduction. For this purpose, the after-tax value of an amount shall be determined taking into account all federal, state, and local income, employment, and excise taxes applicable to such amount. In making any determination as to whether the Total Payments would be subject to an Excise Tax, consideration shall be given to whether any portion of the Total Payments could reasonably be considered, based on the relevant facts and circumstances, to be reasonable compensation for services rendered (whether before or after the consummation of the applicable Change in Control). To the extent Total Payments must be reduced pursuant to this Section, the Corporation, without consulting Executive, will reduce the Total Payments to achieve the best economic benefit, and to the extent economically equivalent, on a pro-rata basis. A. In the event that, upon any audit by the Internal Revenue Service or by a state or local taxing authority of the Total Payments, a change is determined to be required in the amount of taxes paid by, or Total Payments made to, Executive, appropriate adjustments will be made under this Agreement such that the net amount that is payable to Executive after taking into account the provisions of Code Section 4999 will reflect the intent of the parties as expressed in this Section 10(e)(x). Executive shall notify the Corporation in writing of any claim by the Internal Revenue Service that, if successful, would require payment equal of an Excise Tax or an additional Excise Tax on the Total Payments (a “Claim”). Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such Claim and shall apprise the Corporation of the nature of such Claim and the date on which such Claim is requested to twelve (12) months’ Base Salary, payable within be paid. Executive shall not pay such Claim prior to the expiration of the thirty (30) days calendar day period following termination the date on which Executive gives such notice to the Corporation (or such later shorter period ending on the date required that any payment of taxes with respect to such Claim is due). If the Corporation notifies Executive in writing prior to the expiration of such period that it desires to contest such Claim, Executive shall: (1) give the Corporation any information reasonably requested by Section 9the Corporation relating to such Claim, (ii2) one hundred percent take such action in connection with contesting such Claim as the Corporation shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such Claim by an attorney reasonably selected by the Corporation, (100)% of 3) cooperate with the unvested portion of all equity awards, including without limitation stock option grants, restricted stock and restricted stock units, held by Executive at the time of the termination shall become fully vested or released from the Company’s repurchase right and exercisable as of Corporation in good faith in order to contest effectively such dateClaim, and (iii4) if permit the Corporation to participate in any proceedings relating to such Claim; provided, however, that the Corporation shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive elects continuation coverage pursuant to COBRA harmless for Executive any Excise Tax, additional Excise Tax, or income tax (including interest and Executive’s eligible dependentspenalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 10(e)(x)(A), the Company shall reimburse Executive for the COBRA premiums for such coverage (Corporation, at the coverage levels in effect immediately prior to Executive’s termination) until the earlier of (A) twelve (12) months from the date of terminationits sole option, may pursue or (B) the date upon which Executive and/or Executive’s eligible dependents become covered under similar plansforgo any and all administrative appeals, with such reimbursements made by the Company to Executive consistent proceedings, hearings and conferences with the Company’s normal expense reimbursement policytaxing authority in respect of such Claim and may, at its sole option, either direct Executive to pay the tax claimed and sue for a refund or contest the Claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Corporation shall determine; provided, however, that if the Company determines that reimbursed COBRA premiums would be deemed Corporation directs Executive to be discriminatory or to otherwise violate pay such Claim and sue for a refund, the then-applicable provisions Corporation shall advance the amount of the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010, and the guidance and regulations issued thereunder, then Executive and the Company agree to negotiate in good faith to establish an alternative that replaces the benefit such payment to Executive in a manner consistent with then on an interest-free basis or, if such an advance is not permissible under applicable law, pay the amount of such payment to Executive as additional compensation, and does not increase the Company’s costs shall indemnify and hold Executive harmless from any Excise Tax, additional Excise Tax, or liability income tax (including interest or penalties with respect thereto) imposed with respect to such advance or additional compensation; and further provided that any extension of the benefitstatute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Corporation shall reimburse any fees and expenses provided for under this Section 10(e)(x) on or before the last day of Executive’s taxable year following the taxable year in which the fee or expense was incurred, and in accordance with the other requirements of Code Section 409A and Treasury Regulation §1.409A-3(i)(1)(v) (or any similar or successor provisions). B. If, after the receipt by Executive of an amount advanced or paid by the Corporation pursuant to Section 10(e)(x)(A) above, Executive becomes entitled to receive any refund with respect to such Claim, Executive shall (subject to the Corporation’s complying with the requirements of Section 10(e)(x)(A)) promptly pay to the Corporation the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Corporation pursuant to Section 10(e)(x)(A), a determination is made that Executive shall not be entitled to any refund with respect to such Claim and the Corporation does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of sixty (60) calendar days after such determination, then such advance shall be forgiven and shall not be required to be repaid.

Termination in Connection with a Change in Control. If In the event that (i) Executive’s employment terminates due to death or Permanent Disability, (ii) the Company terminates Executive’s employment with the Company without Cause or Cause, (iii) Executive terminates employment with the Company for with Good Reason, and such termination occurs or (iv) the Company terminates this Agreement by a notice of non-renewal of the then-current Term of Employment, each within the ninety (90) day period beginning three prior to or the two (32) months prior to, and ending eighteen (18) months following, year period following a Change in Control, then, subject to Section 98(i) below, Executive shall be entitled to: (i) The Accrued Obligations; (ii) Pro-rata Annual Bonus for the year of termination, calculated based on actual performance as if Executive had remained employed through the remainder of the applicable performance period; (iii) The Enhanced Severance; (iv) One and one-half (1.5) times the Target Bonus, payable in accordance with Section 4(b); (v) Immediate and full vesting of all outstanding equity awards (with any unvested performance-based awards deemed achieved based on the greater of (i) the target achievement of such equity awards or (ii) the actual achievement of the applicable performance goals of such equity awards as of the date of such Change in Control; and (vi) To the extent permissible under the Company’s group health plan and subject to Executive’s timely election of continuation coverage under COBRA, continuation of health benefits coverage at the expense of the Company, during the Enhanced Severance Term (or if earlier, until the date that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Enhanced Severance Term), of health benefits provided to Executive and Executive’s dependents immediately prior to such termination, and, if not permissible under the Company’s group health plan, Executive shall be entitled to receive a lump sum cash payment equal to twelve (12) months’ Base Salary, payable within thirty (30) days following termination or such later date required by Section 9, (ii) one hundred percent (100)% the after-tax costs of the unvested portion of all equity awards, including without limitation stock option grants, restricted stock and restricted stock units, held by Executive at the time of the termination shall become fully vested or released from the Company’s repurchase right and exercisable as of such date, and (iii) if Executive elects continuation comparable health benefits coverage pursuant to COBRA for Executive and Executive’s eligible dependents, dependents during the Company shall reimburse Executive for the COBRA premiums for Severance Term. Following such coverage (at the coverage levels in effect immediately prior to termination of Executive’s terminationemployment in connection with a Change in Control, except as set forth in this Section 8(h), Executive shall have no further rights to any compensation or any other benefits under this Agreement. In addition, unless specifically provided otherwise by agreement between the Parties, this Section 8(h) until shall supersede any language to the earlier contrary under any outstanding equity award agreement. For the avoidance of (A) twelve (12) months from the date of terminationdoubt, or (B) the date upon which Executive and/or Executive’s eligible dependents become covered under similar plans, sole and exclusive remedy in connection with such reimbursements made by the Company to Executive consistent a termination of employment in connection with the Company’s normal expense reimbursement policy; provided, however, that if the Company determines that reimbursed COBRA premiums would a Change in Control shall be deemed to be discriminatory or to otherwise violate the then-applicable provisions receipt of the Patient Protection amounts and Affordable Care Act and the Health Care and Education Reconciliation Act benefits set forth in clauses (i) through (vi) of 2010, and the guidance and regulations issued thereunder, then Section 8(h) hereof (except relating to any rights Executive and the Company agree to negotiate in good faith to establish may have as an alternative that replaces the benefit to Executive in a manner consistent with then applicable law, and does not increase the Company’s costs equityholder or liability with respect to the benefitinterest holder).

Termination in Connection with a Change in Control. If In the Company terminates Executiveevent of a Change of Control (as defined in the Company’s employment with the Company without Cause or Executive terminates employment with the Company for Good Reason, and such termination occurs within the period beginning three (3) months prior to, and ending eighteen (18) months followingLong-Term Incentive Plan, a Change in Controlcopy of which definition is attached), then, subject to Section 9, (i) Executive shall you will be entitled to receive the following: (a) Immediately prior to the effective date of a lump sum cash payment equal Change of Control, all stock options granted to twelve you and not otherwise vested shall vest and become exercisable by you for a minimum of 90 days (12) months’ Base Salaryor, payable within thirty (30) days following termination or such later date required by Section 9, (ii) one hundred percent (100)% of the unvested portion of all equity awards, including without limitation stock option grants, restricted stock and restricted stock units, held by Executive at the time of the termination shall become fully vested or released from the Company’s repurchase right and exercisable as of such date, and (iii) if Executive elects continuation coverage pursuant to COBRA for Executive and Executive’s eligible dependentslonger, the Company shall reimburse Executive for term thereof) so that you may participate in the COBRA premiums for such coverage (at Change of Control transaction to the coverage levels in effect immediately prior to Executive’s termination) until the earlier of (A) twelve (12) months from the date of terminationfullest extent feasible, or (B) the date upon which Executive and/or Executive’s eligible dependents become covered under similar plans, with such reimbursements made by the Company to Executive consistent with the Company’s normal expense reimbursement policy; provided, however, that if the acceleration of your options would cause a charge to the Company’s earnings, then at the Company’s option it may offer you a consulting position for the term of your options during which your options would continue to vest; (b) Upon any termination of your employment after a Change of Control, for a period of eighteen months from the date of your termination, the Company determines that reimbursed will pay for the COBRA premiums would benefits due you; (c) If you are terminated without Cause (as defined in the attachments), or you resign for Good Reason (as set forth in the attachment within the first twenty-four (24) months following the Change in Control upon such event you shall be deemed paid in a lump sum an amount equal to two times your current salary from the Company. Such amount shall be discriminatory or paid upon Employee’s notice to otherwise violate the then-applicable provisions Trustee as provided in subparagraph (d), but in any event payment shall be made no later than March 15th of the Patient Protection year following such termination without Cause or for Good Reason as provided above. (d) Upon a Change in Control funds sufficient to satisfy your Change of Control payments in (b) or (c) above shall be deposited into a trust account maintained by a major financial institution and Affordable Care Act and shall be paid to you upon your written notice to the Health Care and Education Reconciliation Act Trustee to the effect that you have been terminated without Cause or you have resigned for Good Reason. The funds deposited with the financial institution shall remain subject to the claims of 2010, and the guidance and regulations issued thereunder, then Executive and general creditors of the Company agree to negotiate in good faith to establish an alternative that replaces the benefit and its successor, until paid to Executive in a manner consistent accordance with then applicable lawthis subparagraph 2(d). The Company shall not have the ability to prevent such payment from the trust upon proper notice, but shall have the right to dispute your termination as provided in Section 8 below, and does not increase pursue all other available remedies. (e) To the Company’s costs extent that the benefits provided to you upon a Change in Control would exceed the amount deductible pursuant to Section 280G of the Internal Revenue Code (or liability with respect any successor law), or the rules and regulations thereunder, and thereby result in an excise tax payable by you, then at least 30 days prior to the benefitdue date of any such tax, the Company shall pay you an amount equal to the tax (together with any tax on such payment). (f) The payments provided for in this Section 2 are in lieu of payments that would be made under Section 6A of your Employment Agreement, and are not in addition to payments that may become due thereunder.

Termination in Connection with a Change in Control. If In the Company terminates Executive’s employment with event of the Employee's Separation from Service as a result of his termination by the Company without Cause or Executive terminates employment with the Company his resignation for Good Reason, and such termination occurs Reason within the period beginning three (3) months prior to, and ending eighteen (18) months following, a Change in Control, then, subject to Section 9, (i) Executive shall be entitled to receive a lump sum cash payment equal to before or twelve (12) months’ Base Salarymonths following a "change of control" (as hereinafter defined), in lieu of any amounts payable within thirty under Sections 8(a) or (30) days following termination or such later date required by Section 9, (ii) one hundred percent (100)% of the unvested portion of all equity awards, including without limitation stock option grants, restricted stock and restricted stock units, held by Executive at the time of the termination shall become fully vested or released from the Company’s repurchase right and exercisable as of such dateb), and (iii) if Executive elects continuation coverage pursuant subject to COBRA for Executive and Executive’s eligible dependentsthe provisions of Section 9 below, the Company shall reimburse Executive for agrees that it will pay the COBRA premiums for such coverage Employee a lump sum amount equal to the sum of: (at i) an amount equal to one (1) times the coverage levels in effect immediately prior to Executive’s termination) until the earlier of Employee's then-prevailing Base Salary; plus (Aii) twelve (12) months of COBRA premiums for Employee paid for by the Company or Parent (with any such payments to be treated as taxable compensation to the extent necessary to comply with Section 105(h) of the Internal Revenue Code) pursuant to COBRA, provided that Employee is eligible for COBRA benefits and timely completes all documentation necessary to receive COBRA benefits. The amounts described in clauses (i) and (ii) above shall be paid in a lump sum within sixty (60) days following the Employee's Separation of Service. Notwithstanding any provision to the contrary in this Agreement, no amount shall be paid pursuant to this Section 8(c) unless, on or prior to the fifty-fifth (55th) day following the date of the Employee's Separation from Service, the Employee has executed an effective Release in form and substance acceptable to the Company and any applicable revocation period has expired. In addition, and notwithstanding any provision to the contrary in any long-term incentive award agreement or long-term incentive compensation plan, in the event of the Employee's Separation from Service as a result of his termination by the Company without Cause or his resignation for Good Reason within three (3) months before or twelve (12) months following a "change of control," Parent shall cause all outstanding long-term incentive awards then held by the Employee (including, without limitation, stock options, stock appreciation rights, phantom shares, restricted stock or similar awards) to become fully vested and, if applicable, exercisable with respect to all the shares subject thereto effective immediately prior to the date of termination, and Employee shall have ninety (90) days to exercise any stock options that vest pursuant to this Section. In all other respects, such awards will continue to be subject to the terms and conditions of the plans, if any, under which they were granted and any applicable agreements between Parent and the Employee. A "change of control" shall mean and include each of the following: (i) A transaction or series of transactions (other than an offering of Parent’s common stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any "person" or related "group" of "persons" (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (other than Parent, the Company, or any of their subsidiaries, an employee benefit plan maintained by Parent, the Company or any of their subsidiaries or a "person" that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, Parent or the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of Parent or the Company possessing more than fifty percent (50%) of the total combined voting power of Parent’s or the Company's securities outstanding immediately after such acquisition, as applicable; or (ii) During any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board of Directors of Parent together with any new director(s) (other than a director designated by a person who shall have entered into an agreement with the Company or Parent to effect a transaction described in clause (i) above or clause (iii) below whose election by the Board of Directors of Parent or nomination for election by Parent’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority thereof; or (iii) The consummation by Parent (whether directly involving Parent or indirectly involving Parent through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of Parent’s or the Company's assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction: (A) Which results in Parent’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of Parent or the person that, as a result of the transaction, controls, directly or indirectly, Parent or owns, directly or indirectly, all or substantially all of Parent’s assets or otherwise succeeds to the business of Parent (Parent or such person, the "Successor Entity")) directly or indirectly, at least a majority of the combined voting power of the Successor Entity's outstanding voting securities immediately after the transaction, and (B) After which no person or group beneficially owns voting securities representing fifty percent (50%) or more of the date upon which Executive and/or Executive’s eligible dependents become covered under similar plans, with such reimbursements made by combined voting power of the Company to Executive consistent with the Company’s normal expense reimbursement policySuccessor Entity; provided, however, that if the Company determines that reimbursed COBRA premiums would no person or group shall be deemed to be discriminatory treated for purposes of this clause (B) as beneficially owning fifty percent (50%) or to otherwise violate the then-applicable provisions more of combined voting power of the Patient Protection and Affordable Care Act and Successor Entity solely as a result of the Health Care and Education Reconciliation Act voting power held in Parent prior to the consummation of 2010, and the guidance and regulations issued thereunder, then Executive and the Company agree to negotiate in good faith to establish an alternative that replaces the benefit to Executive in transaction; or (iv) The Company's stockholders approve a manner consistent with then applicable law, and does not increase liquidation or dissolution of the Company’s costs or liability with respect to the benefit.

Termination in Connection with a Change in Control. If the Company terminates Executive’s employment is terminated in anticipation of, upon or within twenty-four (24) months following a Change in Control (as defined in the Equity Plan), by the Corporation without Cause under Section 6(a) hereof or by Executive for Good Reason under Section 7 hereof, Executive shall be entitled to the following payments, subject to Sections 12 and 13: (i) The Accrued Amounts, as soon as reasonably practicable following the date of termination; (ii) Any Bonus that has been earned in the fiscal year prior to the employment termination that has not yet been paid, shall be payable at the time payment is made to other similarly situated executives of the Corporation, but in no event later than two and one-half (2½) months after the close of the year in which Executive becomes vested in such Bonus; (iii) The Pro Rated Bonus; (iv) A lump sum payment equal to two (2) times the sum of (A) Base Salary (B) target Bonus for the fiscal year of termination, payable within ten (10) calendar days after Executive’s delivery to the Corporation and non-revocation of an executed and enforceable Release, in accordance with and subject to Section 13; (v) In exchange for Executive’s continued compliance with the Company without Cause or Executive terminates employment Restrictive Covenants in Section 12 after the date of the Change in Control, an additional lump sum payment equal to the sum of (A) Base Salary and (B) target Bonus for the fiscal year of termination, payable after the date of termination and within ten (10) calendar days after Executive’s delivery to the Corporation and non-revocation of an executed and enforceable Release, in accordance with and subject to Section 13, or, if the Company for Good Reason, and such termination occurs within the period beginning three (3) months prior to, and ending eighteen (18) months following, was in anticipation of a Change in Control, thenpayable after the date of the Change in Control and within ten (10) calendar days after Executive’s delivery to the Corporation and non-revocation of an executed and enforceable Release, in accordance with and subject to Section 913; provided that, if Executive previously has delivered and not revoked an executed and enforceable Release in connection with his termination of employment before the Change in Control, the additional Release required by this clause shall only apply to the period between the execution and delivery of an enforceable Release upon Executive’s termination of employment and the date of the Change in Control; (ivi) The Sign-On Award, which shall become fully vested and non-forfeitable, provided that if termination was in anticipation of a Change in Control, the vesting of the performance portion of the Sign-On Award shall occur on the Change in Control; (vii) The COBRA Benefits; and (viii) Reimbursement for outplacement assistance up to a maximum amount of $50,000, for no longer than one year. (ix) The treatment of any equity compensation awards held by Executive shall be entitled governed by the terms of the plan or agreement under which such awards were granted. (x) If a Change in Control occurs and payments are made under this Section 10(e), and a final determination is made by legislation, regulation, or ruling directed to receive Executive or the Corporation, by court decision, or by independent tax counsel, that the aggregate amount of any payments made to Executive under this Agreement and any other agreement, plan, program or policy of the Corporation in connection with, on account of, or as a lump sum cash result of, such Change in Control (“Total Payments”) will be subject to an excise tax under the provisions of Code Section 4999, or any successor section thereof (“Excise Tax”), the Total Payments shall be reduced (beginning with those that are exempt from Code Section 409A) so that the maximum amount of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount that would cause the Total Payments to be subject to the Excise Tax; provided, however, that the Total Payments shall only be reduced to the extent that the after-tax value of amounts received by Executive after application of the above reduction would exceed the after-tax value of the Total Payments received without application of such reduction. For this purpose, the after-tax value of an amount shall be determined taking into account all federal, state, and local income, employment, and excise taxes applicable to such amount. In making any determination as to whether the Total Payments would be subject to an Excise Tax, consideration shall be given to whether any portion of the Total Payments could reasonably be considered, based on the relevant facts and circumstances, to be reasonable compensation for services rendered (whether before or after the consummation of the applicable Change in Control). To the extent Total Payments must be reduced pursuant to this Section, the Corporation, without consulting Executive, will reduce the Total Payments to achieve the best economic benefit, and to the extent economically equivalent, on a pro-rata basis. (A) In the event that upon any audit by the Internal Revenue Service, or by a state or local taxing authority, of the Total Payments, a change is determined to be required in the amount of taxes paid by, or Total Payments made to, Executive, appropriate adjustments will be made under this Agreement such that the net amount that is payable to Executive after taking into account the provisions of Code Section 4999 will reflect the intent of the parties as expressed in this Section 10(e)(x). Executive shall notify the Corporation in writing of any claim by the Internal Revenue Service that, if successful, would require payment equal of an Excise Tax or an additional Excise Tax on the Total Payments (a “Claim”). Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such Claim and shall apprise the Corporation of the nature of such Claim and the date on which such Claim is requested to twelve (12) months’ Base Salary, payable within be paid. Executive shall not pay such Claim prior to the expiration of the thirty (30) days calendar day period following termination the date on which Executive gives such notice to the Corporation (or such later shorter period ending on the date required that any payment of taxes with respect to such Claim is due). If the Corporation notifies Executive in writing prior to the expiration of such period that it desires to contest such Claim, Executive shall: (1) give the Corporation any information reasonably requested by Section 9the Corporation relating to such Claim, (ii2) one hundred percent take such action in connection with contesting such Claim as the Corporation shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such Claim by an attorney reasonably selected by the Corporation, (100)% of 3) cooperate with the unvested portion of all equity awards, including without limitation stock option grants, restricted stock and restricted stock units, held by Executive at the time of the termination shall become fully vested or released from the Company’s repurchase right and exercisable as of Corporation in good faith in order to contest effectively such dateClaim, and (iii4) if permit the Corporation to participate in any proceedings relating to such Claim; provided, however, that the Corporation shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive elects continuation coverage pursuant to COBRA harmless for Executive any Excise Tax, additional Excise Tax, or income tax (including interest and Executive’s eligible dependentspenalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 10(e)(x)(A), the Company shall reimburse Executive for the COBRA premiums for such coverage (Corporation, at the coverage levels in effect immediately prior to Executive’s termination) until the earlier of (A) twelve (12) months from the date of terminationits sole option, may pursue or (B) the date upon which Executive and/or Executive’s eligible dependents become covered under similar plansforgo any and all administrative appeals, with such reimbursements made by the Company to Executive consistent proceedings, hearings and conferences with the Company’s normal expense reimbursement policy; taxing authority in respect of such Claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the Claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Corporation shall determine, provided, however, that if the Company determines that reimbursed COBRA premiums would be deemed Corporation directs Executive to be discriminatory or to otherwise violate pay such Claim and xxx for a refund, the then-applicable provisions Corporation shall advance the amount of the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010, and the guidance and regulations issued thereunder, then Executive and the Company agree to negotiate in good faith to establish an alternative that replaces the benefit such payment to Executive in a manner consistent with then on an interest-free basis or, if such an advance is not permissible under applicable law, pay the amount of such payment to Executive as additional compensation, and does not increase the Company’s costs shall indemnify and hold Executive harmless from any Excise Tax, additional Excise Tax, or liability income tax (including interest or penalties with respect thereto) imposed with respect to such advance or additional compensation; and further provided that any extension of the benefitstatute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Corporation shall reimburse any fees and expenses provided for under this Section 10(e)(x) on or before the last day of Executive’s taxable year following the taxable year in which the fee or expense was incurred, and in accordance with the other requirements of Code Section 409A and Treasury Regulation §1.409A-3(i)(1)(v) (or any similar or successor provisions). (B) If, after the receipt by Executive of an amount advanced or paid by the Corporation pursuant to Section 10(e)(x)(A) above, Executive becomes entitled to receive any refund with respect to such Claim, Executive shall (subject to the Corporation’s complying with the requirements of Section 10(e)(x)(A)) promptly pay to the Corporation the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Corporation pursuant to Section 10(e)(x)(A), a determination is made that Executive shall not be entitled to any refund with respect to such Claim and the Corporation does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of sixty (60) calendar days after such determination, then such advance shall be forgiven and shall not be required to be repaid.

Termination in Connection with a Change in Control. If the Company terminates Notwithstanding Section 7(c) above, if Executive’s employment with is terminated by the Company without Cause (excluding due to a Death or Disability) or by Executive terminates employment with the Company for Good Reason, and such termination occurs Reason within the period beginning three (3) months prior to, and ending eighteen (18) months following, following a Change in Control, then, subject to Section 9, Control (ias defined below) then Executive shall be entitled to receive the following payments and benefits subject to Section 17: (i) the Accrued Obligations; (ii) annual Target Bonus for the pro-rated portion of the fiscal year prior to the Change in Control paid in a lump sum cash sum; (iii) a severance payment equal to twelve eighteen (1218) months’ months of (y) Executive’s Base Salary, payable within thirty Salary and (30z) days following termination or such later date required by Section 9, annual Target Bonus paid in a lump sum; (iiiv) one hundred percent (100)% of to the extent unvested portion of all equity awards, including without limitation stock option grants, restricted stock and restricted stock units, held by Executive at the time of the Executive’s termination shall become fully vested or released from the Company’s repurchase right and exercisable as of such date, and (iii) if Executive elects continuation coverage employment pursuant to COBRA for Executive and the terms of the applicable grant agreements, immediate full vesting of all of Executive’s eligible dependents, equity awards under the Plan; (v) Executive will have the opportunity to continue to participate in the Company shall reimburse provided life insurance policy in which Executive is enrolled before the date of termination at an amount of 1x Base Salary for the COBRA premiums for such coverage (at the coverage levels in effect immediately prior to Executive’s termination) until the earlier a period of (A) twelve (12) months from following the date of termination; (vi) provided Executive timely elects and is eligible for COBRA coverage, or the Company shall pay for the premiums associated with eighteen (B18) months of Executive’s continued participation, without any required contributions from Executive (but subject to all other plan terms, including co-payments and deductibles) in the Aerojet Rocketdyne Medical Plan, Aerojet Rocketdyne Dental Plan, and the Aerojet Rocketdyne Vision Plan (the “Benefit Plans”) in which Executive is enrolled prior to the date upon which Executive and/or of termination; and (vii) outplacement services provided by the Company-designated outplacement firm for a period of eighteen (18) months starting no later than ninety (90) days from Executive’s eligible dependents become covered date of termination with a maximum value of $25,000. Subject to Executive’s execution and delivery of the General Release (provided, that such General Release was not previously executed and delivered), all payments and/or grants under similar plansthis Section 7(d) shall begin on the first payroll period that is sixty (60) days after Executive’s termination of employment or, with if applicable, upon the consummation of a Change in Control. For purposes of this Agreement, a Change in Control shall have the meaning prescribed to such reimbursements made by term in the Company to Executive consistent with the Company’s normal expense reimbursement policy2009 Plan; provided, however, that if and notwithstanding the Company determines that reimbursed COBRA premiums would foregoing, in the event a “Change in Control” (or such similar term) were to occur under the 2009 Plan as subsequently amended or under a successor or replacement equity compensation plan adopted by the Company, a Change in Control shall be deemed to be discriminatory or to otherwise violate the then-applicable provisions of the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010, and the guidance and regulations issued thereunder, then Executive and the Company agree to negotiate in good faith to establish an alternative that replaces the benefit to Executive in a manner consistent with then applicable law, and does not increase the Company’s costs or liability with respect to the benefithave occurred under this Agreement.

Termination in Connection with a Change in Control. If In the event that (i) Executive’s employment terminates due to death or Permanent Disability, (ii) the Company terminates Executive’s employment with the Company without Cause or Cause, (iii) Executive terminates employment with the Company for with Good Reason, and such termination occurs or (iv) the Company terminates this Agreement by a notice of non-renewal of the then-current Term of Employment, each within the ninety (90) day period beginning three prior to or the two (32) months prior to, and ending eighteen (18) months following, year period following a Change in Control, then, subject to Section 98(i) below, Executive shall be entitled to: (i) The Accrued Obligations; (ii) Pro-rata Annual Bonus for the year of termination, calculated based on actual performance as if Executive had remained employed through the remainder of the applicable performance period; (iii) The Enhanced Severance; (iv) One and one-half (1.5) times the Target Bonus, payable in accordance with Section 4(b); (v) Accelerated vesting of all outstanding Equity Awards (with any unvested performance-based awards deemed achieved based on actual performance); and (vi) To the extent permissible under the Company’s group health plan and subject to Executive’s timely election of continuation coverage under COBRA, continuation of health benefits coverage at the expense of the Company, during the Enhanced Severance Term (or if earlier, until the date that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Enhanced Severance Term), of health benefits provided to Executive and Executive’s dependents immediately prior to such termination, and, if not permissible under the Company’s group health plan, Executive shall be entitled to receive a lump sum cash payment equal to twelve (12) months’ Base Salary, payable within thirty (30) days following termination or such later date required by Section 9, (ii) one hundred percent (100)% the after-tax costs of the unvested portion of all equity awards, including without limitation stock option grants, restricted stock and restricted stock units, held by Executive at the time of the termination shall become fully vested or released from the Company’s repurchase right and exercisable as of such date, and (iii) if Executive elects continuation comparable health benefits coverage pursuant to COBRA for Executive and Executive’s eligible dependents, dependents during the Company shall reimburse Executive for the COBRA premiums for Severance Term. Following such coverage (at the coverage levels in effect immediately prior to termination of Executive’s termination) until employment in connection with a Change in Control, except as set forth in this Section 8(h), Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the earlier avoidance of (A) twelve (12) months from the date of terminationdoubt, or (B) the date upon which Executive and/or Executive’s eligible dependents become covered under similar plans, sole and exclusive remedy in connection with such reimbursements made by the Company to Executive consistent a termination of employment in connection with the Company’s normal expense reimbursement policy; provided, however, that if the Company determines that reimbursed COBRA premiums would a Change in Control shall be deemed to be discriminatory or to otherwise violate the then-applicable provisions receipt of the Patient Protection amounts and Affordable Care Act and the Health Care and Education Reconciliation Act benefits set forth in clauses (i) through (vi) of 2010, and the guidance and regulations issued thereunder, then Section 8(h) hereof (except relating to any rights Executive and the Company agree to negotiate in good faith to establish may have as an alternative that replaces the benefit to Executive in a manner consistent with then applicable law, and does not increase the Company’s costs equityholder or liability with respect to the benefitinterest holder).

Termination in Connection with a Change in Control. If In the Company terminates Executiveevent of a Change of Control (as defined in the Company’s employment with the Company without Cause or Executive terminates employment with the Company for Good Reason, and such termination occurs within the period beginning three (3) months prior to, and ending eighteen (18) months followingLong-Term Incentive Plan, a Change in Controlcopy of which definition is attached), then, subject to Section 9, (i) Executive shall you will be entitled to receive the following: (a) Immediately prior to the effective date of a lump sum cash payment equal Change of Control, all stock options granted to twelve you and not otherwise vested shall vest and become exercisable by you for a minimum of 90 days (12) months’ Base Salaryor, payable within thirty (30) days following termination or such later date required by Section 9, (ii) one hundred percent (100)% of the unvested portion of all equity awards, including without limitation stock option grants, restricted stock and restricted stock units, held by Executive at the time of the termination shall become fully vested or released from the Company’s repurchase right and exercisable as of such date, and (iii) if Executive elects continuation coverage pursuant to COBRA for Executive and Executive’s eligible dependentslonger, the Company shall reimburse Executive for term thereof) so that you may participate in the COBRA premiums for such coverage (at Change of Control transaction to the coverage levels in effect immediately prior to Executive’s termination) until the earlier of (A) twelve (12) months from the date of terminationfullest extent feasible, or (B) the date upon which Executive and/or Executive’s eligible dependents become covered under similar plans, with such reimbursements made by the Company to Executive consistent with the Company’s normal expense reimbursement policy; provided, however, that if the Company determines that reimbursed COBRA premiums acceleration of your options would be deemed cause a charge to be discriminatory or to otherwise violate the then-applicable provisions of the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010, and the guidance and regulations issued thereunder, then Executive and the Company agree to negotiate in good faith to establish an alternative that replaces the benefit to Executive in a manner consistent with then applicable law, and does not increase the Company’s costs earnings, then at the Company’s option it may offer you a consulting position for the term of your options during which your options would continue to vest; (b) Upon any termination of your employment after a Change of Control, for a period of eighteen months from the date of your termination, the Company will pay for the COBRA benefits due you; (c) If you are terminated without Cause (as defined in the attachment), or liability with respect you resign for Good Reason (as set forth in the attachment) within the first twenty-four (24) months following the Change in Control, upon such event you shall be paid in a lump sum an amount equal to one time your current salary from the Company; (d) Upon a Change in Control, funds sufficient to satisfy your Change of Control payments in (b) or (c) above shall be deposited into a trust account maintained by a major financial institution and shall be paid to you upon your written notice to the benefitTrustee to the effect that you have been terminated without Cause or you have resigned for Good Reason. The Company shall not have the ability to prevent such payment from the trust upon your notice, but shall have the right to dispute your termination as provided in Section 8 below, and pursue all other available remedies; (e) To the extent that the benefits provided to you upon a Change in Control would exceed the amount deductible pursuant to Section 280G of the Internal Revenue Code (or any successor law), or the rules and regulations thereunder, and thereby result in an excise tax payable by you, then at least 30 days prior to the due date of any such tax, the Company shall pay you an amount equal to the tax (together with any tax on such payment).

Termination in Connection with a Change in Control. If In the Company terminates Executiveevent of the Employee’s employment with Separation from Service as a result of his termination by the Company without Cause or Executive terminates employment with the Company his resignation for Good Reason, and such termination occurs Reason within the period beginning three (3) months prior to, and ending eighteen (18) months following, a Change in Control, then, subject to Section 9, (i) Executive shall be entitled to receive a lump sum cash payment equal to before or twelve (12) months’ Base Salarymonths following a “change of control” (as hereinafter defined), in lieu of any amounts payable within thirty under Sections 8(a) or (30) days following termination or such later date required by Section 9, (ii) one hundred percent (100)% of the unvested portion of all equity awards, including without limitation stock option grants, restricted stock and restricted stock units, held by Executive at the time of the termination shall become fully vested or released from the Company’s repurchase right and exercisable as of such dateb), and (iii) if Executive elects continuation coverage pursuant subject to COBRA for Executive and Executive’s eligible dependentsthe provisions of Section 9 below, the Company shall reimburse Executive for agrees that it will pay the COBRA premiums for such coverage Employee a lump sum amount equal to the sum of: (at i) an amount equal to one (1) times the coverage levels in effect immediately prior to ExecutiveEmployee’s termination) until the earlier of then-prevailing Base Salary; plus (Aii) twelve (12) months of COBRA premiums for Employee paid for by the Company (with any such payments to be treated as taxable compensation to the extent necessary to comply with Section 105(h) of the Internal Revenue Code) pursuant to COBRA, provided that Employee is eligible for COBRA benefits and timely completes all documentation necessary to receive COBRA benefits. The amounts described in clauses (i) and (ii) above shall be paid in a lump sum within sixty (60) days following the Employee’s Separation of Service. Notwithstanding any provision to the contrary in this Agreement, no amount shall be paid pursuant to this Section 8(c) unless, on or prior to the fifty-fifth (55th) day following the date of the Employee’s Separation from Service, the Employee has executed an effective Release in form and substance acceptable to the Company and any applicable revocation period has expired. In addition, and notwithstanding any provision to the contrary in any long-term incentive award agreement or long-term incentive compensation plan, in the event of the Employee’s Separation from Service as a result of his termination by the Company without Cause or his resignation for Good Reason within three (3) months before or twelve (12) months following a “change of control,” the Company shall cause all outstanding long-term incentive awards then held by the Employee (including, without limitation, stock options, stock appreciation rights, phantom shares, restricted stock or similar awards) to become fully vested and, if applicable, exercisable with respect to all the shares subject thereto effective immediately prior to the date of termination, and Employee shall have ninety days to exercise any stock options that vest pursuant to this Section. In all other respects, such awards will continue to be subject to the terms and conditions of the plans, if any, under which they were granted and any applicable agreements between the Company and the Employee. A “change of control” shall mean and include each of the following: (i) A transaction or series of transactions (other than an offering of the Company’s common stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (other than the Company, any of its subsidiaries, an employee benefit plan maintained by the Company or any of its subsidiaries or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than fifty percent (50%) of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; or (ii) During any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board of Directors together with any new director(s) (other than a director designated by a person who shall have entered into an agreement with the Company to effect a transaction described in clause (i) above or clause (iii) below whose election by the Board of Directors or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or (iii) The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction: (A) Which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and (B) After which no person or group beneficially owns voting securities representing fifty percent (50%) or more of the date upon which Executive and/or Executive’s eligible dependents become covered under similar plans, with such reimbursements made by combined voting power of the Company to Executive consistent with the Company’s normal expense reimbursement policySuccessor Entity; provided, however, that if no person or group shall be treated for purposes of this clause (B) as beneficially owning fifty percent (50%) or more of combined voting power of the Successor Entity solely as a result of the voting power held in the Company determines that reimbursed COBRA premiums would be deemed prior to be discriminatory or to otherwise violate the then-applicable provisions consummation of the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act transaction; or (iv) The Company’s stockholders approve a liquidation or dissolution of 2010, and the guidance and regulations issued thereunder, then Executive and the Company agree to negotiate in good faith to establish an alternative that replaces the benefit to Executive in a manner consistent with then applicable law, and does not increase the Company’s costs or liability with respect to the benefit.

Termination in Connection with a Change in Control. If the Company terminates Executive’s employment is terminated in anticipation of, upon or within twenty-four (24) months following a Change in Control (as defined in the Equity Plan), by the Corporation without Cause under Section 6(a) hereof or by Executive for Good Reason under Section 7 hereof, Executive shall be entitled to the following payments, subject to Sections 12 and 13: i. The Accrued Amounts, as soon as reasonably practicable following the date of termination; ii. Any Bonus that has been earned in the fiscal year prior to the employment termination that has not yet been paid, shall be payable at the time payment is made to other similarly situated executives of the Corporation, but in no event later than two and one-half (2½) months after the close of the year in which Executive becomes vested in such Bonus; iii. The Pro Rated Bonus; iv. A lump sum payment equal to two (2) times the sum of (A) Base Salary (B) target Bonus for the fiscal year of termination, payable within ten (10) calendar days after Executive’s delivery to the Corporation and non-revocation of an executed and enforceable Release, in accordance with and subject to Section 13; v. In exchange for Executive’s continued compliance with the Company without Cause or Executive terminates employment Restrictive Covenants in Section 12 after the date of the Change in Control, an additional lump sum payment equal to the sum of (A) Base Salary and (B) target Bonus for the fiscal year of termination, payable after the date of termination and within ten (10) calendar days after Executive’s delivery to the Corporation and non-revocation of an executed and enforceable Release, in accordance with and subject to Section 13, or, if the Company for Good Reason, and such termination occurs within the period beginning three (3) months prior to, and ending eighteen (18) months following, was in anticipation of a Change in Control, thenpayable after the date of the Change in Control and within ten (10) calendar days after Executive’s delivery to the Corporation and non-revocation of an executed and enforceable Release, in accordance with and subject to Section 913; provided that, (i) if Executive previously has delivered and not revoked an executed and enforceable Release in connection with his termination of employment before the Change in Control, the additional Release required by this clause shall only apply to the period between the execution and delivery of an enforceable Release upon Executive’s termination of employment and the date of the Change in Control; vi. The COBRA Benefits; and vii. Reimbursement for outplacement assistance up to a maximum amount of $50,000, for no longer than one year. viii. The treatment of any equity compensation awards held by Executive shall be entitled to receive a lump sum cash payment equal to twelve (12) months’ Base Salary, payable within thirty (30) days following termination or such later date required governed by Section 9, (ii) one hundred percent (100)% the terms of the unvested portion plan or agreement under which such awards were granted. ix. If a Change in Control occurs and payments are made under this Section 10(e), and a final determination is made by legislation, regulation, or ruling directed to Executive or the Corporation, by court decision, or by independent tax counsel, that the aggregate amount of all equity awardsany payments made to Executive under this Agreement and any other agreement, including without limitation stock option grantsplan, restricted stock and restricted stock units, held by Executive at the time program or policy of the termination shall become fully vested Corporation in connection with, on account of, or released from as a result of, such Change in Control (“Total Payments”) will be subject to an excise tax under the Company’s repurchase right and exercisable as provisions of such dateCode Section 4999, and or any successor section thereof (iii) if Executive elects continuation coverage pursuant to COBRA for Executive and Executive’s eligible dependents“Excise Tax”), the Company Total Payments shall reimburse Executive for be reduced (beginning with those that are exempt from Code Section 409A) so that the COBRA premiums for such coverage maximum amount of the Total Payments (at after reduction) shall be one dollar ($1.00) less than the coverage levels in effect immediately prior amount that would cause the Total Payments to Executive’s termination) until be subject to the earlier of (A) twelve (12) months from the date of termination, or (B) the date upon which Executive and/or Executive’s eligible dependents become covered under similar plans, with such reimbursements made by the Company to Executive consistent with the Company’s normal expense reimbursement policyExcise Tax; provided, however, that if the Company determines Total Payments shall only be reduced to the extent that reimbursed COBRA premiums the after-tax value of amounts received by Executive after application of the above reduction would exceed the after-tax value of the Total Payments received without application of such reduction. For this purpose, the after-tax value of an amount shall be determined taking into account all federal, state, and local income, employment, and excise taxes applicable to such amount. In making any determination as to whether the Total Payments would be deemed subject to an Excise Tax, consideration shall be given to whether any portion of the Total Payments could reasonably be considered, based on the relevant facts and circumstances, to be discriminatory reasonable compensation for services rendered (whether before or after the consummation of the applicable Change in Control). To the extent Total Payments must be reduced pursuant to otherwise violate this Section, the thenCorporation, without consulting Executive, will reduce the Total Payments to achieve the best economic benefit, and to the extent economically equivalent, on a pro-applicable rata basis. 1. In the event that upon any audit by the Internal Revenue Service, or by a state or local taxing authority, of the Total Payments, a change is determined to be required in the amount of taxes paid by, or Total Payments made to, Executive, appropriate adjustments will be made under this Agreement such that the net amount that is payable to Executive after taking into account the provisions of Code Section 4999 will reflect the Patient Protection intent of the parties as expressed in this Section 10(e)(x). Executive shall notify the Corporation in writing of any claim by the Internal Revenue Service that, if successful, would require payment of an Excise Tax or an additional Excise Tax on the Total Payments (a “Claim”). Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such Claim and Affordable Care Act shall apprise the Corporation of the nature of such Claim and the Health Care and Education Reconciliation Act date on which such Claim is requested to be paid. Executive shall not pay such Claim prior to the expiration of 2010, and the guidance and regulations issued thereunder, then thirty (30) calendar day period following the date on which Executive and gives such notice to the Company agree to negotiate in good faith to establish an alternative Corporation (or such shorter period ending on the date that replaces the benefit to Executive in a manner consistent with then applicable law, and does not increase the Company’s costs or liability any payment of taxes with respect to such Claim is due). If the benefit.Corporation notifies Executive in writing prior to the expiration of such period that it desires to contest such Claim, Executive shall: (1) give the Corporation any information reasonably requested by the Corporation relating to such Claim,