Common use of Termination in the Event of a Change in Control Clause in Contracts

Termination in the Event of a Change in Control. (a) In addition to the payments and provisions under Section 5.1 but in lieu of, and not in addition to, the payments required pursuant to Section 5.2 above, in the event Executive’s employment with the Company is terminated by the Company by reason of non-renewal of the Agreement Term pursuant to Sections 1 and 4.1, by Executive for Good Reason pursuant to Section 4.3, or by the Company without Cause pursuant to Section 4.5, in any such case, in anticipation of and/or within twelve (12) months following a Change in Control (as defined below) provided that such Change in Control also qualifies as a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i) (where required to avoid the imposition of penalty taxes under Section 409A) and provided that Executive (or Executive’s legal representative, if applicable) executes a Release and the Release becomes effective and irrevocable prior to the end of the Review Period, Executive shall be entitled to the following: (i) a lump sum cash amount equal to twelve (12) months of Executive’s base salary in effect at the time of Executive’s termination, such payment to be made on the Payment Date, subject to compliance with Sections 5.5 and 12.6; (ii) for up to twelve (12) months after Executive’s date of termination, the Company shall continue Executive’s participation in the Company’s group health and dental plan and shall pay that portion of the premiums that the Company paid on behalf of Executive and his dependents during Executive’s employment; provided, however, that if the Company’s health insurance plan and/or dental insurance plan does not permit Executive’s continued participation in such plan after his termination of employment, then the Company shall pay that portion of the premiums associated with COBRA continuation coverage that the Company paid on behalf of Executive and his dependents during Executive’s employment, including administrative fees, on Executive’s behalf for so long as COBRA continuation coverage is available, up to twelve (12) months; and provided, further, that if Executive becomes employed with another employer during the period in which continued health insurance and/or dental insurance is being provided pursuant to this Section, the Company shall not be required to continue the relevant benefits, or if applicable, to pay the relevant costs of COBRA, if Executive becomes covered under a health insurance plan and/or dental plan of the new employer. (For purposes of this Section 5.3(a)(ii), the term “Executive” shall include, to the extent applicable, Executive’s spouse and any of Executive’s dependents covered under the Company’s group health plan and/or dental plan prior to his termination of employment.) (b) As used herein, “Change in Control” shall occur or be deemed to occur if any of the following events occur: (i) any sale, lease, exchange or other transfer (in one transaction or a series of transactions) of all or substantially all of the assets of the Company; or (ii) any consolidation or merger of the Company (including, without limitation, a triangular merger) where the shareholders of the Company immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own, directly or indirectly, shares representing in the aggregate more than fifty percent (50%) of the combined voting power of all the outstanding securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any); or (iii) a third person, including a “person” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (but other than (x) the Company, (y) any employee benefit plan of the Company, or (z) investors purchasing equity securities of the Company pursuant to a financing or a series of financings approved by the Board of Directors of the Company) becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, of Controlling Securities (as defined below). “Controlling Securities” shall mean securities representing 25% or more of the total number of votes that may be cast for the election of the directors of the Company.

Termination in the Event of a Change in Control. (a) In addition to the payments and provisions under Section 5.1 but event of a consummation of a Change in lieu ofControl of the Company, and not if, upon such occurrence or within the period of one (1) year following such occurrence or three (3) months before a Change in addition toControl, the payments required pursuant to Section 5.2 above, in the event Executive’s employment with (i) the Company is terminated by the Company by reason provides notice of non-renewal of the Agreement Term pursuant to Sections 1 and 4.1, by Executive for Good Reason pursuant to Section 4.32, or by the Company without Cause terminates the Employee’s employment pursuant to Section 4.54.1(d), in any such caseor the Employee resigns for Good Reason, in anticipation of and/or within twelve and (12ii) months following a Change in Control (as defined below) provided that such Change in Control also qualifies as a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i) (where required to avoid the imposition of penalty taxes under Section 409A) and provided that Executive (or Executive’s legal representative, if applicable) Employee executes a Release and the Release becomes effective and irrevocable prior to the end of the Review PeriodSeparation Agreement, Executive shall be entitled to the following: (i) a lump sum cash amount equal to twelve (12) months of Executive’s base salary in effect at the time of Executive’s termination, such payment to be made on the Payment Datethen, subject to compliance with Sections 5.5 7, 8, and 12.6; 9 below: (ii1) the Company shall pay Employee an amount equal to two (2) times the sum of the Employee’s then-current base salary and Discretionary Bonus Target; (2) the Company shall pay the Employee an amount equal to any earned and accrued but unpaid Discretionary Bonus for up the prior fiscal year which has not been previously paid; (3) all equity awards outstanding as of the Termination Date shall vest in full on the Termination Date, except for performance awards for which the performance has not been achieved as of the Termination Date; (4) all performance awards outstanding as of the Termination Date for which performance has not been achieved shall be deemed earned as of the Termination Date at the greater of actual performance or target and shall vest on the Termination Date as to twelve the number of shares earned; and (125) months after Executive’s date of termination, the Company shall continue Executive’s participation in the Company’s group health and dental plan and shall to pay that portion its share of the premiums that the Company paid on behalf of Executive and his dependents during Executivecosts for Employee’s employment; provided, however, that if the Company’s health insurance plan and/or dental insurance plan does not permit Executive’s continued participation in such plan after his termination of employment, then the Company shall pay that portion of the premiums associated with COBRA continuation coverage that the Company paid on behalf of Executive and his dependents during Executive’s employment, including administrative fees, on Executive’s behalf for so long as COBRA continuation coverage is available, up to twelve (12) months; and provided, further, that if Executive becomes employed with another employer during the period in which continued health insurance and/or dental insurance is being provided pursuant to this Section, the Company shall not be required to continue the relevant benefits, or if applicable, to pay the relevant costs of COBRA, if Executive becomes covered under a health insurance plan and/or dental plan of the new employer. (For purposes of this Section 5.3(a)(ii), the term “Executive” shall include, to the extent applicable, Executive’s spouse and any of Executive’s dependents covered under the Company’s group health insurance plan and/or dental plan prior to his termination for a period of employment.) eighteen (b18) As used herein, months (the “Change in Control” Control COBRA Continuation Period”), provided Employee makes an effective COBRA election regarding group health insurance. Except as otherwise required under Section 13.2, all monetary payments referenced in this Section 6.2 shall occur or be deemed to occur if any made in a lump sum on the first regularly scheduled payroll following the effective date of the following events occur: (i) any saleSeparation Agreement. If Employee obtains alternate group health insurance benefits during the Change in Control COBRA Continuation Period, lease, exchange or other transfer (Employee shall immediately notify Company in one transaction or a series of transactions) of all or substantially all writing and Company shall no longer be obligated to pay its share of the assets of costs for continuing Employee’s coverage under the Company; or (ii) any consolidation ’s group health insurance plan. Notwithstanding the foregoing, in the event the equity awards are not assumed or merger substituted and are cancelled in connection with a Change in Control without the substitution of the Company (includinga cash payment, without limitation, a triangular merger) where the shareholders of the Company all equity awards shall vest in full immediately prior to the consolidation or merger, would not, immediately after Change in Control (and the consolidation or merger, beneficially own, directly or indirectly, performance awards shall be deemed vested and earned as to the number of shares representing set forth in the aggregate more than fifty percent (50%4) of the combined voting power of all the outstanding securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any); or (iii) a third person, including a “person” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (but other than (x) the Company, (y) any employee benefit plan of the Company, or (z) investors purchasing equity securities of the Company pursuant to a financing or a series of financings approved by the Board of Directors of the Company) becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, of Controlling Securities (as defined belowabove). “Controlling Securities” shall mean securities representing 25% or more of the total number of votes that may be cast In order for the election of Employee to be eligible for the directors of severance benefits under this Section 6.2, the CompanyEmployee must execute and deliver the Separation Agreement within 21 days from the Termination Date and such Separation Agreement must be binding and irrevocable within 30 days from the Termination Date.

Termination in the Event of a Change in Control. (a) In addition to the payments and provisions under Section 5.1 but in lieu of, and not in addition to, the payments required pursuant to Section 5.2 aboveabove and 5.5 below, in the event Executive’s employment with the Company is terminated by the Company by reason of non-renewal of the Agreement Term pursuant to Sections 1 and 4.1, by Executive for Good Reason pursuant to Section 4.3, or by the Company without Cause pursuant to Section 4.5, in any such case, in anticipation of and/or within twelve (12) months following a Change in Control (as defined below) provided that such Change in Control also qualifies as a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i) (where required to avoid the imposition of penalty taxes under Section 409A) and ), provided that Executive (or Executive’s her legal representative, if applicable) executes a Release and the Release becomes effective and irrevocable prior to the end of the Review Period, Executive shall be entitled to the following: (i) a lump sum cash amount equal to twelve (12) months of Executive’s base salary in effect at the time of Executive’s termination, such payment to be made on the Payment Date, subject to compliance with Sections 5.5 and 12.6; (ii) for up to twelve (12) months after Executive’s date of termination, the Company shall continue Executive’s participation in the Company’s group health and dental plan and shall pay that portion of the premiums that the Company paid on behalf of Executive and his her dependents during Executive’s employment; provided, however, that if the Company’s health insurance plan and/or dental insurance plan does not permit Executive’s continued participation in such plan after his her termination of employment, then the Company shall pay that portion of the premiums associated with COBRA continuation coverage that the Company paid on behalf of Executive and his her dependents during Executive’s employment, including administrative fees, on Executive’s behalf for so long as COBRA continuation coverage is available, up to twelve (12) months; and provided, further, that if Executive becomes employed with another employer during the period in which continued health insurance and/or dental insurance is being provided pursuant to this Section, the Company shall not be required to continue the relevant benefits, or if applicable, to pay the relevant costs of COBRA, if Executive becomes covered under a health insurance plan and/or dental plan of the new employer. (For purposes of this Section 5.3(a)(ii), the term “Executive” shall include, to the extent applicable, Executive’s spouse and any of Executive’s her dependents covered under the Company’s group health plan and/or dental plan prior to his her termination of employment.) (b) As used herein, “Change in Control” shall occur or be deemed to occur if any of the following events occur: (i) any sale, lease, exchange or other transfer (in one transaction or a series of transactions) of all or substantially all of the assets of the Company; or (ii) any consolidation or merger of the Company (including, without limitation, a triangular merger) where the shareholders of the Company immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own, directly or indirectly, shares representing in the aggregate more than fifty percent (50%) of the combined voting power of all the outstanding securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any); or (iii) a third person, including a “person” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (but other than (x) the Company, (y) any employee benefit plan of the Company, or (z) investors purchasing equity securities of the Company pursuant to a financing or a series of financings approved by the Board of Directors of the Company) becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, of Controlling Securities (as defined below). “Controlling Securities” shall mean securities representing 25% or more of the total number of votes that may be cast for the election of the directors of the Company.

Termination in the Event of a Change in Control. (a) In addition to the payments and provisions under Section 5.1 but in lieu of, and not in addition to, the payments required pursuant to Section 5.2 aboveabove and 5.5 below, in the event Executive’s employment with the Company is terminated by the Company by reason of non-renewal of the Agreement Term pursuant to Sections 1 and 4.1, by Executive for Good Reason pursuant to Section 4.3, or by the Company without Cause pursuant to Section 4.5, in any such case, in anticipation of and/or within twelve (12) months following a Change in Control (as defined below) provided that such Change in Control also qualifies as a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i) (where required to avoid the imposition of penalty taxes under Section 409A) and ), provided that Executive (or Executive’s his legal representative, if applicable) executes a Release and the Release becomes effective and irrevocable prior to the end of the Review Period, Executive shall be entitled to the following: (i) a lump sum cash amount equal to twelve (12) months of Executive’s base salary in effect at the time of Executive’s termination, such payment to be made on the Payment Date, subject to compliance with Sections 5.5 and 12.6; (ii) for up to twelve (12) months after Executive’s date of termination, the Company shall continue Executive’s participation in the Company’s group health and dental plan and shall pay that portion of the premiums that the Company paid on behalf of Executive and his dependents during Executive’s employment; provided, however, that if the Company’s health insurance plan and/or dental insurance plan does not permit Executive’s continued participation in such plan after his termination of employment, then the Company shall pay that portion of the premiums associated with COBRA continuation coverage that the Company paid on behalf of Executive and his dependents during Executive’s employment, including administrative fees, on Executive’s behalf for so long as COBRA continuation coverage is available, up to twelve (12) months; and provided, further, that if Executive becomes employed with another employer during the period in which continued health insurance and/or dental insurance is being provided pursuant to this Section, the Company shall not be required to continue the relevant benefits, or if applicable, to pay the relevant costs of COBRA, if Executive becomes covered under a health insurance plan and/or dental plan of the new employer. (For purposes of this Section 5.3(a)(ii), the term “Executive” shall include, to the extent applicable, Executive’s spouse and any of Executive’s his dependents covered under the Company’s group health plan and/or dental plan prior to his termination of employment.) (b) As used herein, “Change in Control” shall occur or be deemed to occur if any of the following events occur: (i) any sale, lease, exchange or other transfer (in one transaction or a series of transactions) of all or substantially all of the assets of the Company; or (ii) any consolidation or merger of the Company (including, without limitation, a triangular merger) where the shareholders of the Company immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own, directly or indirectly, shares representing in the aggregate more than fifty percent (50%) of the combined voting power of all the outstanding securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any); or (iii) a third person, including a “person” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (but other than (x) the Company, (y) any employee benefit plan of the Company, or (z) investors purchasing equity securities of the Company pursuant to a financing or a series of financings approved by the Board of Directors of the Company) becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, of Controlling Securities (as defined below). “Controlling Securities” shall mean securities representing 25% or more of the total number of votes that may be cast for the election of the directors of the Company.

Termination in the Event of a Change in Control. (a) In addition to the payments and provisions under Section 5.1 but in lieu of, and not in addition to, the payments required pursuant to Section 5.2 above, in the event Executive’s 's employment with the Company is terminated by the Company by reason of non-renewal of the Agreement Term pursuant to Sections 1 and 4.1(other than for cause, disability or death as defined herein) or by Executive for Good Reason pursuant to Section 4.3, (as defined below) within three months before or by the Company without Cause pursuant to Section 4.5, in any such case, in anticipation of and/or within twelve (12) 12 months following a Change in Control (as defined below) provided that such Change in Control also qualifies as a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i) (where required to avoid the imposition of penalty taxes under Section 409A) and provided that Executive (or Executive’s legal representative, if applicable) executes a Release and the Release becomes effective and irrevocable prior to the end of the Review Period), Executive shall be entitled to the following: (i) Any remaining unvested stock or stock options awarded to Executive by the Company shall immediately vest upon the occurrence of a lump sum cash amount equal to twelve (12) months of Executive’s base salary Change in effect at the time of Executive’s termination, such payment to be made on the Payment Date, subject to compliance with Sections 5.5 and 12.6;Control; and (ii) the Company shall pay to Executive within fourteen (14) days of delivery of a written notice of his termination any and all unpaid base salary, any accrued but untaken vacation pay, in each case to the extent not yet paid, and the pro rata portion of any bonus earned in the year of termination; and (iii) the Company shall pay Executive's normal post-termination benefits in accordance with the Company's retirement, insurance and other benefit plan arrangements (including non-qualified deferred compensation plans); and (iv) the Company shall continue to pay to Executive his average annual base salary for up a period of six (6) months in the manner set forth in Section 3.1 for the six consecutive calendar months from the date of termination as to twelve which Executive shall have no mitigation obligations; and (12v) for six (6) months after Executive’s 's date of termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue Executive’s participation in 's health care, dental, disability and life insurance benefits on the Company’s group health and dental plan and shall pay that portion same basis as immediately prior to the date of the premiums that the Company paid on behalf of Executive and his dependents during Executive’s employmenttermination; provided, however, that if the Company’s health insurance plan and/or dental insurance plan does not permit Executive’s continued participation in such plan after his termination of employment, then the Company shall pay that portion of the premiums associated with COBRA continuation coverage that the Company paid on behalf of Executive and his dependents during Executive’s employment, including administrative fees, on Executive’s behalf for so long as COBRA continuation coverage is available, up to twelve (12) months; and provided, further, that if Executive becomes employed reemployed with another employer during the period in which continued health insurance and/or dental insurance is benefits are being provided pursuant to this Section, the Company shall not be required to continue such benefits if Executive is covered by an equivalent benefit (at the relevant benefits, or if applicable, same cost to pay the relevant costs of COBRAhim, if Executive becomes covered under a health insurance plan and/or dental plan of any) by the new employer. , and (For purposes of this Section 5.3(a)(ii), the term “Executive” shall include, vi) to the extent applicablenot otherwise paid or provided, Executive’s spouse and the Company shall timely pay or provide to Executive any of Executive’s dependents covered under the Company’s group health plan and/or dental plan prior other amounts or benefits required to be paid or provided or which Executive is eligible to receive following his termination of employmentemployment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies; provided, however, that the severance benefits provided under this Section 5.4 shall be in lieu, and not in addition to, any severance benefits for which Executive would be otherwise eligible including, without limitation, the severance benefits provided under Section 5.2.) (b) As used herein, “"Change in Control” " shall occur or be deemed to occur if any of the following events occur: (i) any sale, lease, exchange or other transfer (in one transaction or a series of transactions) of all or substantially all of the assets of the Company; or (ii) any consolidation or merger of the Company (including, without limitation, a triangular merger) where the shareholders of the Company immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own, directly or indirectly, shares representing in the aggregate more than fifty percent (50%) of the combined voting power of all the outstanding securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any); or (iii) a third person, including a “"person” " as defined in Section 13(d)(313(d) (3) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”") (but other than (x) the Company, (y) any employee benefit plan of the Company, or (z) investors purchasing equity securities of the Company pursuant to a financing or a series of financings approved by the Board of Directors of the Company) becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, of Controlling Securities (as defined below). “"Controlling Securities” " shall mean (a) prior to the Company's initial public offering of its common stock registered under the Securities Act of 1933 (an "IPO"), --- securities representing 50% or more of the total number of votes that may be cast for the election of the directors of the Company, excluding securities acquired pursuant to an employee stock ownership plan or program of the Company now or hereafter existing; or (b) after the Company's IPO, securities representing 25% or more of the total number of votes that may be cast for the election of the directors of the Company.

Termination in the Event of a Change in Control. (a) In addition to the payments and provisions under Section 5.1 but in lieu of, and not in addition to, the payments required pursuant to Section 5.2 above, in the event Executive’s 's employment with the Company is terminated by the Company by reason of non-renewal of the Agreement Term pursuant to Sections 1 and 4.1(other than for cause, disability or death as defined herein) or by Executive for Good Reason pursuant to Section 4.3, (as defined below) within three months before or by the Company without Cause pursuant to Section 4.5, in any such case, in anticipation of and/or within twelve (12) 12 months following a Change in Control (as defined below) provided that such Change in Control also qualifies as a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i) (where required to avoid the imposition of penalty taxes under Section 409A) and provided that Executive (or Executive’s legal representative, if applicable) executes a Release and the Release becomes effective and irrevocable prior to the end of the Review Period), Executive shall be entitled to the following: (i) Any remaining unvested stock or stock options awarded to Executive by the Company shall immediately vest upon the occurrence of a lump sum cash amount equal to twelve (12) months of Executive’s base salary Change in effect at the time of Executive’s termination, such payment to be made on the Payment Date, subject to compliance with Sections 5.5 and 12.6;Control; and (ii) the Company shall pay to Executive within fourteen (14) days of delivery of a written notice of his termination any and all unpaid base salary, any accrued but untaken vacation pay, in each case to the extent not yet paid, and the pro rata portion of any bonus earned in the year of termination; and (iii) the Company shall pay Executive's normal post-termination benefits in accordance with the Company's retirement, insurance and other benefit plan arrangements (including non-qualified deferred compensation plans); and (iv) the Company shall continue to pay to Executive his average annual base salary for up a period of six (6) months in the manner set forth in Section 3.1 for the six consecutive calendar months from the date of termination as to twelve which Executive shall have no mitigation obligations; and (12v) for six (6) months after Executive’s 's date of termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue Executive’s participation in 's health care, dental, disability and life insurance benefits on the Company’s group health and dental plan and shall pay that portion same basis as immediately prior to the date of the premiums that the Company paid on behalf of Executive and his dependents during Executive’s employmenttermination; provided, however, that if the Company’s health insurance plan and/or dental insurance plan does not permit Executive’s continued participation in such plan after his termination of employment, then the Company shall pay that portion of the premiums associated with COBRA continuation coverage that the Company paid on behalf of Executive and his dependents during Executive’s employment, including administrative fees, on Executive’s behalf for so long as COBRA continuation coverage is available, up to twelve (12) months; and provided, further, that if Executive becomes employed reemployed with another employer during the period in which continued health insurance and/or dental insurance is benefits are being provided pursuant to this Section, the Company shall not be required to continue such benefits if Executive is covered by an equivalent benefit (at the relevant benefits, or if applicable, same cost to pay the relevant costs of COBRAhim, if Executive becomes covered under a health insurance plan and/or dental plan of any) by the new employer. , and (For purposes of this Section 5.3(a)(ii), the term “Executive” shall include, vi) to the extent applicablenot otherwise paid or provided, Executive’s spouse and the Company shall timely pay or provide to Executive any of Executive’s dependents covered under the Company’s group health plan and/or dental plan prior other amounts or benefits required to be paid or provided or which Executive is eligible to receive following his termination of employmentemployment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies; provided, however, that the severance benefits provided under this Section 5.4 shall be in lieu, and not in addition to, any severance benefits for which Executive would be otherwise eligible including, without limitation, the severance benefits provided under Section 5.2.) (b) As used herein, “"Change in Control” " shall occur or be deemed to occur if any of the following events occur: (i) any sale, lease, exchange or other transfer (in one transaction or a series of transactions) of all or substantially all of the assets of the Company; or or (ii) any consolidation or merger of the Company (including, without limitation, a triangular merger) where the shareholders of the Company immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own, directly or indirectly, shares representing in the aggregate more than fifty percent (50%) of the combined voting power of all the outstanding securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any); or (iii) a third person, including a “"person” " as defined in Section 13(d)(313(d) (3) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”") (but other than (x) the Company, (y) any employee benefit plan of the Company, or (z) investors purchasing equity securities of the Company pursuant to a financing or a series of financings approved by the Board of Directors of the Company) becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, of Controlling Securities (as defined below). “"Controlling Securities” " shall mean (a) prior to the Company's initial public offering of its common stock registered under the Securities Act of 1933 (an "IPO"), securities representing 50% or more of the total number of votes that may be cast for the election of the directors of the Company, excluding securities acquired pursuant to an employee stock ownership plan or program of the Company now or hereafter existing; or (b) after the Company's IPO, securities representing 25% or more of the total number of votes that may be cast for the election of the directors of the Company.

Termination in the Event of a Change in Control. (a) In addition to the payments and provisions under Section 5.1 but in lieu of, and not in addition to, the payments required pursuant to Section 5.2 above, in the event Executive’s employment with the Company is terminated by the Company by reason of non-renewal a consummation of the Agreement Term pursuant to Sections 1 and 4.1, by Executive for Good Reason pursuant to Section 4.3, or by the Company without Cause pursuant to Section 4.5, in any such case, in anticipation of and/or within twelve (12) months following a Change in Control of the Company, and if, upon such occurrence or within the period of one (as defined below1) provided that year following such occurrence or three (3) months before and in anticipation of a Change in Control also qualifies as a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i) (where required to avoid the imposition of penalty taxes under Section 409A) and provided that Executive (or Executive’s legal representativeControl, if applicable) executes a Release and the Release becomes effective and irrevocable prior to the end of the Review Period, Executive shall be entitled to the following: (i) the Company terminates the Employee’s employment pursuant to Section 4.1(d) or the Employee resigns for Good Reason and (ii) the Employee executes a lump sum cash amount equal to twelve (12) months of Executive’s base salary in effect at the time of Executive’s terminationSeparation Agreement, such payment to be made on the Payment Datethen, subject to compliance with Sections 5.5 7, 8, and 12.6; 9 below: (ii1) the Company shall pay Employee an amount equal to two (2) times the sum of the Employee’s then-current base salary and Discretionary Bonus Target; (2) the Company shall pay the Employee an amount equal to any earned and accrued but unpaid Discretionary Bonus for up the prior fiscal year which has not been previously paid; (3) all equity awards outstanding as of the Termination Date shall vest in full, except for performance awards for which the performance has not been achieved as of the Termination Date; (4) all performance awards outstanding as of the Termination Date for which performance has not been achieved shall be deemed earned as of the Termination Date at the greater of actual performance or target and shall vest on the Termination Date as to twelve the number of shares earned; and (125) months after Executive’s date of termination, the Company shall continue Executive’s participation in the Company’s group health and dental plan and shall to pay that portion its share of the premiums that the Company paid on behalf of Executive and his dependents during Executivecosts for Employee’s employment; provided, however, that if the Company’s health insurance plan and/or dental insurance plan does not permit Executive’s continued participation in such plan after his termination of employment, then the Company shall pay that portion of the premiums associated with COBRA continuation coverage that the Company paid on behalf of Executive and his dependents during Executive’s employment, including administrative fees, on Executive’s behalf for so long as COBRA continuation coverage is available, up to twelve (12) months; and provided, further, that if Executive becomes employed with another employer during the period in which continued health insurance and/or dental insurance is being provided pursuant to this Section, the Company shall not be required to continue the relevant benefits, or if applicable, to pay the relevant costs of COBRA, if Executive becomes covered under a health insurance plan and/or dental plan of the new employer. (For purposes of this Section 5.3(a)(ii), the term “Executive” shall include, to the extent applicable, Executive’s spouse and any of Executive’s dependents covered under the Company’s group health insurance plan and/or dental plan prior to his termination for a period of employment.) twenty-four (b24) As used herein, months (the “Change in Control” Control Severance Period”), provided Employee makes an effective COBRA election regarding group health insurance. Except as otherwise required under Section 13.2, all monetary payments referenced in this Section 6.2 shall occur or be deemed to occur if any made in a lump sum on the first regularly scheduled payroll following the effective date of the following events occur: (i) any saleSeparation Agreement. If Employee obtains alternate group health insurance benefits during the Change in Control Severance Period, lease, exchange or other transfer (Employee shall immediately notify Company in one transaction or a series of transactions) of all or substantially all writing and Company shall no longer be obligated to pay its share of the assets of costs for continuing Employee’s coverage under the Company; or (ii) any consolidation ’s group health insurance plan. Notwithstanding the foregoing in the event the equity awards are not assumed or merger substituted and are cancelled in connection with a Change in Control without the substitution of the Company (including, without limitation, a triangular merger) where the shareholders of the Company cash payment all equity awards shall vest in full immediately prior to the consolidation or merger, would not, immediately after Change in Control (and the consolidation or merger, beneficially own, directly or indirectly, shares representing in performance awards shall be deemed vested and earned as to the aggregate more than fifty percent (50%) of the combined voting power of all the outstanding securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any); or (iii) a third person, including a “person” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (but other than (x) the Company, (y) any employee benefit plan of the Company, or (z) investors purchasing equity securities of the Company pursuant to a financing or a series of financings approved by the Board of Directors of the Company) becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, of Controlling Securities (as defined below). “Controlling Securities” shall mean securities representing 25% or more of the total number of votes that may be cast for the election of the directors of the Companyshares set forth in (4) above).

Termination in the Event of a Change in Control. (a) In addition to the payments and provisions under Section 5.1 but in lieu of, and not in addition to, the payments required pursuant to Section 5.2 aboveabove and 5.5 below, in the event Executive’s employment with the Company is terminated by the Company by reason of non-renewal of the Agreement Term pursuant to Sections 1 and 4.1, by Executive for Good Reason pursuant to Section 4.3, or by the Company without Cause pursuant to Section 4.5, in any such case, in anticipation of and/or within twelve (12) months following a Change in Control (as defined below) provided that such Change in Control also qualifies as a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i) (where required to avoid the imposition of penalty taxes under Section 409A) and ), provided that Executive (or Executive’s her legal representative, if applicable) executes a Release Severance Agreement and the Release becomes effective and irrevocable prior allows it to the end of the Review Periodbecome binding, Executive shall be entitled to the following: (i) a lump sum cash amount equal to twelve (12) months of Executive’s base salary in effect at the time of Executive’s termination, such payment to be made on no later than thirty (30) calendar days following the Payment Date, subject to compliance with Sections 5.5 and 12.6; (ii) for up to twelve (12) months after Executive’s date of termination, the Company shall continue Executive’s participation in the Company’s group health and dental plan and shall pay that portion of the premiums that the Company paid on behalf of Executive and his dependents during Executive’s employment; provided, however, that if the Company’s health insurance plan and/or dental insurance plan does not permit Executive’s continued participation in such plan after his her termination of employment, then the Company shall pay that portion the costs of the premiums associated with COBRA continuation coverage that the Company paid on behalf of Executive and his dependents during Executive’s employment, including administrative fees, on Executive’s behalf for so long as COBRA continuation coverage is available, up to twelve (12) months; and provided, further, that if Executive becomes employed with another employer during the period in which continued health insurance and/or dental insurance is being provided pursuant to this Section, the Company shall not be required to continue the relevant such health benefits, or if applicable, to pay the relevant costs of COBRA, if Executive becomes covered under a health insurance plan and/or dental plan of the new employer. (For purposes of this Section 5.3(a)(ii), the term “Executive” shall include, to the extent applicable, Executive’s spouse and any of Executive’s her dependents covered under the Company’s group health plan and/or dental plan prior to his her termination of employment.) (b) As used herein, “Change in Control” shall occur or be deemed to occur if any of the following events occur: (i) any sale, lease, exchange or other transfer (in one transaction or a series of transactions) of all or substantially all of the assets of the Company; or (ii) any consolidation or merger of the Company (including, without limitation, a triangular merger) where the shareholders of the Company immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own, directly or indirectly, shares representing in the aggregate more than fifty percent (50%) of the combined voting power of all the outstanding securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any); or (iii) a third person, including a “person” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (but other than (x) the Company, (y) any employee benefit plan of the Company, or (z) investors purchasing equity securities of the Company pursuant to a financing or a series of financings approved by the Board of Directors of the Company) becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, of Controlling Securities (as defined below). “Controlling Securities” shall mean securities representing 25% or more of the total number of votes that may be cast for the election of the directors of the Company.

Termination in the Event of a Change in Control. (a) In addition to the payments and provisions under Section 5.1 but event of a consummation of a Change in lieu ofControl of the Company, and not if, upon such occurrence or within the period of one (1) year following such occurrence or three (3) months before a Change in addition toControl, the payments required pursuant to Section 5.2 above, in the event Executive’s employment with (i) the Company is terminated by the Company by reason provides notice of non-renewal of the Agreement Term pursuant to Sections 1 and 4.1, by Executive for Good Reason pursuant to Section 4.32, or by the Company without Cause terminates the Employee’s employment pursuant to Section 4.54.1(d), in any such caseor the Employee resigns for Good Reason, in anticipation of and/or within twelve and (12ii) months following a Change in Control (as defined below) provided that such Change in Control also qualifies as a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i) (where required to avoid the imposition of penalty taxes under Section 409A) and provided that Executive (or Executive’s legal representative, if applicable) Employee executes a Release and the Release becomes effective and irrevocable prior to the end of the Review PeriodSeparation Agreement, Executive shall be entitled to the following: (i) a lump sum cash amount equal to twelve (12) months of Executive’s base salary in effect at the time of Executive’s termination, such payment to be made on the Payment Datethen, subject to compliance with Sections 5.5 7, 8, and 12.6; 9 below: (ii1) the Company shall pay Employee an amount equal to two (2) times the sum of the Employee’s then-current base salary and Discretionary Bonus Target; (2) the Company shall pay the Employee an amount equal to any earned and accrued but unpaid Discretionary Bonus for up the prior fiscal year which has not been previously paid; (3) all equity awards outstanding as of the Termination Date shall vest in full, except for performance awards for which the performance has not been achieved as of the Termination Date; (4) all performance awards outstanding as of the Termination Date for which performance has not been achieved shall be deemed earned as of the Termination Date at the greater of actual performance or target and shall vest on the Termination Date as to twelve the number of shares earned; and (125) months after Executive’s date of termination, the Company shall continue Executive’s participation in the Company’s group health and dental plan and shall to pay that portion its share of the premiums that the Company paid on behalf of Executive and his dependents during Executivecosts for Employee’s employment; provided, however, that if the Company’s health insurance plan and/or dental insurance plan does not permit Executive’s continued participation in such plan after his termination of employment, then the Company shall pay that portion of the premiums associated with COBRA continuation coverage that the Company paid on behalf of Executive and his dependents during Executive’s employment, including administrative fees, on Executive’s behalf for so long as COBRA continuation coverage is available, up to twelve (12) months; and provided, further, that if Executive becomes employed with another employer during the period in which continued health insurance and/or dental insurance is being provided pursuant to this Section, the Company shall not be required to continue the relevant benefits, or if applicable, to pay the relevant costs of COBRA, if Executive becomes covered under a health insurance plan and/or dental plan of the new employer. (For purposes of this Section 5.3(a)(ii), the term “Executive” shall include, to the extent applicable, Executive’s spouse and any of Executive’s dependents covered under the Company’s group health insurance plan and/or dental plan prior to his termination for a period of employment.) eighteen (b18) As used herein, months (the “Change in Control” Control COBRA Continuation Period”), provided Employee makes an effective COBRA election regarding group health insurance. Except as otherwise required under Section 13.2, all monetary payments referenced in this Section 6.2 shall occur or be deemed to occur if any made in a lump sum on the first regularly scheduled payroll following the effective date of the following events occur: (i) any saleSeparation Agreement. If Employee obtains alternate group health insurance benefits during the Change in Control COBRA Continuation Period, lease, exchange or other transfer (Employee shall immediately notify Company in one transaction or a series of transactions) of all or substantially all writing and Company shall no longer be obligated to pay its share of the assets of costs for continuing Employee’s coverage under the Company; or (ii) any consolidation ’s group health insurance plan. Notwithstanding the foregoing in the event the equity awards are not assumed or merger substituted and are cancelled in connection with a Change in Control without the substitution of the Company (including, without limitation, a triangular merger) where the shareholders of the Company cash payment all equity awards shall vest in full immediately prior to the consolidation or merger, would not, immediately after Change in Control (and the consolidation or merger, beneficially own, directly or indirectly, shares representing in performance awards shall be deemed vested and earned as to the aggregate more than fifty percent (50%) of the combined voting power of all the outstanding securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any); or (iii) a third person, including a “person” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (but other than (x) the Company, (y) any employee benefit plan of the Company, or (z) investors purchasing equity securities of the Company pursuant to a financing or a series of financings approved by the Board of Directors of the Company) becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, of Controlling Securities (as defined below). “Controlling Securities” shall mean securities representing 25% or more of the total number of votes that may be cast for the election of the directors of the Companyshares set forth in (4) above).

Termination in the Event of a Change in Control. (a) In addition to the payments and provisions under Section 5.1 but in lieu of, and not in addition to, the payments required pursuant to Section 5.2 above, in the event Executive’s employment with the Company is terminated by the Company by reason of non-renewal of the Agreement Term pursuant to Sections 1 and 4.1(other than for Cause, disability or death as defined herein) or by Executive for Good Reason pursuant to Section 4.3, (as defined below) within three months before or by the Company without Cause pursuant to Section 4.5, in any such case, in anticipation of and/or within twelve (12) 12 months following a Change in Control (as defined below) provided that such Change in Control also qualifies as a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i) (where required to avoid the imposition of penalty taxes under Section 409A) and provided that Executive (or Executive’s legal representative, if applicable) executes a Release and the Release becomes effective and irrevocable prior to the end of the Review Period), Executive shall be entitled to the following, subject to Executive’s continued compliance with the Confidentiality Agreement and execution of a general release of all claims against the Company: (i) a lump sum cash amount equal Any unvested stock or stock options awarded to twelve (12) months Executive by the Company shall immediately vest upon the occurrence of Executive’s base salary in effect at the time of Executive’s such termination, such payment to be made on the Payment Date, subject to compliance with Sections 5.5 and 12.6;; and (ii) the Company shall pay to Executive within fourteen (14) days after delivery of a written notice of his termination any and all compensation which would otherwise be payable to Executive under Section 4.1 of this Agreement through the termination date, and payment for up any accrued but untaken vacation days, in each case to twelve the extent not yet paid; and (12iii) the Company shall pay Executive’s normal post-termination benefits in accordance with the Company’s retirement, insurance and other benefit plan arrangements (including non-qualified deferred compensation plans); and (iv) The Company shall pay to Executive the equivalent of his average annual base salary for a period of three (3) months; and (v) for six (6) months after Executive’s date of termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue Executive’s participation in health care, dental, disability and life insurance benefits on the Company’s group health and dental plan and shall pay that portion same basis as immediately prior to the date of the premiums that the Company paid on behalf of Executive and his dependents during Executive’s employmenttermination; provided, however, that if the Company’s health insurance plan and/or dental insurance plan does not permit Executive’s continued participation in such plan after his termination of employment, then the Company shall pay that portion of the premiums associated with COBRA continuation coverage that the Company paid on behalf of Executive and his dependents during Executive’s employment, including administrative fees, on Executive’s behalf for so long as COBRA continuation coverage is available, up to twelve (12) months; and provided, further, that if Executive becomes employed with another employer during the period in which continued health insurance and/or dental insurance is being provided pursuant to this Section, the Company shall not be required to continue provide any health care, dental, disability or life insurance benefit otherwise receivable by Executive pursuant to this Section 6.5(a)(v) if Executive is actually covered by an substantially similar benefit (at or below the relevant benefits, or if applicable, same cost to pay the relevant costs of COBRAExecutive, if Executive becomes covered under a health insurance plan and/or dental plan of the new employer. (For purposes of any) from another employer during which continuing benefits are provided pursuant to this Section 5.3(a)(ii6.5(a)(v), . Any such benefit made available to Executive shall be reported to the term “Executive” shall include, Company; (vi) to the extent applicablenot otherwise paid or provided, Executive’s spouse and the Company shall timely pay or provide to Executive any of Executive’s dependents covered under the Company’s group health plan and/or dental plan prior other amounts or benefits required to be paid or provided or which Executive is eligible to receive following his termination of employment.) (b) As used hereinemployment under any plan, “Change in Control” shall occur program, policy, practice, contract or be deemed to occur if any of the following events occur: (i) any sale, lease, exchange or other transfer (in one transaction or a series of transactions) of all or substantially all of the assets of the Company; or (ii) any consolidation or merger agreement of the Company (and its affiliated companies; provided, however, that the benefits provided under this Section 6.5 shall be in lieu of, and not in addition to, any benefits for which Executive would be otherwise eligible including, without limitation, a triangular merger) where the shareholders of the Company immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own, directly or indirectly, shares representing in the aggregate more than fifty percent (50%) of the combined voting power of all the outstanding securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any); or (iii) a third person, including a “person” as defined in severance benefits provided under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (but other than (x) the Company, (y) any employee benefit plan of the Company, or (z) investors purchasing equity securities of the Company pursuant to a financing or a series of financings approved by the Board of Directors of the Company) becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, of Controlling Securities (as defined below). “Controlling Securities” shall mean securities representing 25% or more of the total number of votes that may be cast for the election of the directors of the Company6.2.

Termination in the Event of a Change in Control. (a) In addition to the payments and provisions under Section 5.1 6.1 but in lieu of, and not in addition to, the payments required pursuant to Section 5.2 above6.2 above and 6.5 below, in the event Executive’s employment with the Company is terminated by the Company by reason of non-renewal of the Agreement Term pursuant to Sections 1 and 4.15.1, by Executive for Good Reason pursuant to Section 4.35.3, or by the Company without Cause pursuant to Section 4.55.5, in any such case, in anticipation of of, and/or within three (3) months before or twelve (12) months following a Change in Control (as defined below) provided that such Change in Control also qualifies as a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i) (where required to avoid the imposition of penalty taxes under Section 409A) and ), provided that Executive (or Executive’s his legal representative, if applicable) executes a Release and the Release it becomes effective and irrevocable prior to the end last day of the Review Period, Executive shall be entitled to the following: (i) a lump sum cash amount equal to twelve twenty four (1224) months of the Executive’s base salary in effect at the time of Executive’s termination, such payment to be made on no later than the Payment Date, subject to compliance with Sections 5.5 and 12.6; (ii) in lieu of, and not in addition to the payment required pursuant to Section 6.1(c), a lump sum payment equal to two times the mean bonus amount earned by Executive during the prior three years (or if Executive has been eligible to earn bonuses under Section 4.2 hereof for fewer than three years, than two times the mean of such fewer number of years), such payment to be made no later than the Payment Date; and (iii) for up to twelve twenty-four (1224) (if such plan permits), but not less than eighteen (18), months after Executive’s date of termination, the Company shall continue Executive’s participation in the Company’s group health and dental plan and shall pay that portion of the premiums that the Company paid on behalf of Executive and his dependents during Executive’s employment; provided, however, that if the Company’s health insurance plan and/or dental insurance plan does not permit Executive’s continued participation in such plan after his termination of employment, then the Company shall pay that portion of the premiums associated with COBRA continuation coverage that the Company paid on behalf of Executive Executive’s and his dependents dependents’ behalf during Executive’s employment, including administrative fees, on Executive’s behalf for so long as COBRA continuation coverage is available, up to twelve twenty-four (1224) months but not less than eighteen (18) months; and provided, further, that if Executive becomes employed with another employer during the period in which continued health insurance and/or dental insurance is being provided pursuant to this Section, the Company shall not be required to continue the relevant benefits, or if applicable, to pay the relevant costs of COBRA, if Executive becomes covered under a health insurance plan and/or dental plan of the new employer. (For purposes of this Section 5.3(a)(ii6.3(a)(iii), the term “Executive” shall include, to the extent applicable, Executive’s spouse and any of Executive’s his dependents covered under the Company’s group health plan and/or dental plan prior to his termination of employment.) (b) As used herein, “Change in Control” shall occur or be deemed to occur if any of the following events occur: (i) any sale, lease, exchange or other transfer (in one transaction or a series of transactions) of all or substantially all of the assets of the Company; or (ii) any consolidation or merger of the Company (including, without limitation, a triangular merger) where the shareholders of the Company immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own, directly or indirectly, shares representing in the aggregate more than fifty percent (50%) of the combined voting power of all the outstanding securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any); or (iii) a third person, including a “person” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (but other than (x) the Company, (y) any employee benefit plan of the Company, or (z) investors purchasing equity securities of the Company pursuant to a financing or a series of financings approved by the Board of Directors of the Company) becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, of Controlling Securities (as defined below). “Controlling Securities” shall mean securities representing 25% or more of the total number of votes that may be cast for the election of the directors of the Company.

Termination in the Event of a Change in Control. (a) In addition to the payments and provisions under Section 5.1 but in lieu of, and not in addition to, the payments required pursuant to Section 5.2 above, in the event Executive’s 's employment with the Company is terminated by the Company by reason of non-renewal of the Agreement Term pursuant to Sections 1 and 4.1(other than for cause, disability or death as defined herein) or by Executive for Good Reason pursuant to Section 4.3, (as defined below) within three months before or by the Company without Cause pursuant to Section 4.5, in any such case, in anticipation of and/or within twelve (12) 24 months following a Change in Control (as defined below) provided that such Change in Control also qualifies as a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i) (where required to avoid the imposition of penalty taxes under Section 409A) and provided that Executive (or Executive’s legal representative, if applicable) executes a Release and the Release becomes effective and irrevocable prior to the end of the Review Period), Executive shall be entitled to the following: (i) Any remaining unvested stock or stock options awarded to Executive by the Company shall immediately vest upon the occurrence of a lump sum cash amount equal to twelve (12) months of Executive’s base salary Change in effect at the time of Executive’s termination, such payment to be made on the Payment Date, subject to compliance with Sections 5.5 and 12.6;Control; and (ii) the Company shall pay to Executive within fourteen (14) days of delivery of a written notice of his termination any and all unpaid base salary, any accrued but untaken vacation pay, in each case to the extent not yet paid, and the pro rata portion of any bonus earned in the year of termination; and (iii) the Company shall pay Executive's normal post-termination benefits in accordance with the Company's retirement, insurance and other benefit plan arrangements (including non-qualified deferred compensation plans); and (iv) the Company shall continue to pay to Executive his average annual base salary for up a period of thirty-six (36) months in the manner set forth in Section 4.1 for the three consecutive calendar years from the date of termination as to twelve which Executive shall have no mitigation obligations; and (12v) for thirty-six (36) months after Executive’s 's date of termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue Executive’s participation in 's health care, dental, disability and life insurance benefits on the Company’s group health and dental plan and shall pay that portion same basis as immediately prior to the date of the premiums that the Company paid on behalf of Executive and his dependents during Executive’s employmenttermination; provided, however, that if the Company’s health insurance plan and/or dental insurance plan does not permit Executive’s continued participation in such plan after his termination of employment, then the Company shall pay that portion of the premiums associated with COBRA continuation coverage that the Company paid on behalf of Executive and his dependents during Executive’s employment, including administrative fees, on Executive’s behalf for so long as COBRA continuation coverage is available, up to twelve (12) months; and provided, further, that if Executive becomes employed reemployed with another employer during the period in which continued health insurance and/or dental insurance is benefits are being provided pursuant to this Section, the Company shall not be required to continue such benefits if Executive is covered by an equivalent benefit (at the relevant benefits, or if applicable, same cost to pay the relevant costs of COBRAhim, if Executive becomes covered under a health insurance plan and/or dental plan of any) by the new employer. , and (For purposes of this Section 5.3(a)(ii), the term “Executive” shall include, vi) to the extent applicablenot otherwise paid or provided, Executive’s spouse and the Company shall timely pay or provide to Executive any of Executive’s dependents covered under the Company’s group health plan and/or dental plan prior other amounts or benefits required to be paid or provided or which Executive is eligible to receive following his termination of employmentemployment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies; provided, however, that the severance benefits provided under this Section 6.4 shall be in lieu, and not in addition to, any severance benefits for which Executive would be otherwise eligible including, without limitation, the severance benefits provided under Section 6.2.) (b) As used herein, “"Change in Control” " shall occur or be deemed to occur if any of the following events occur: (i) any sale, lease, exchange or other transfer (in one transaction or a series of transactions) of all or substantially all of the assets of the Company; or or (ii) any consolidation or merger of the Company (including, without limitation, a triangular merger) where the shareholders of the Company immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own, directly or indirectly, shares representing in the aggregate more than fifty percent (50%) of the combined voting power of all the outstanding securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any); or (iii) a third person, including a “"person” " as defined in Section 13(d)(313(d) (3) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”") (but other than (x) the Company, (y) any employee benefit plan of the Company, or (z) investors purchasing equity securities of the Company pursuant to a financing or a series of financings approved by the Board of Directors of the Company) becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, of Controlling Securities (as defined below). “Controlling Securities” shall mean securities representing 25% or more of the total number of votes that may be cast for the election of the directors of the Company.of

Termination in the Event of a Change in Control. (a) In addition to the payments and provisions under Section 5.1 but in lieu of, and not in addition to, the payments required pursuant to Section 5.2 aboveabove and 5.5 below, in the event Executive’s employment with the Company is terminated by the Company by reason of non-renewal of the Agreement Term pursuant to Sections 1 and 4.1, by Executive for Good Reason pursuant to Section 4.3, or by the Company without Cause pursuant to Section 4.5, in any such case, in anticipation of and/or within twelve (12) months following a Change in Control (as defined below) ), provided that such Change in Control also qualifies as a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i) (where required to avoid the imposition of penalty taxes under Section 409A) and provided that Executive (or Executive’s his legal representative, if applicable) executes a Release and the Release becomes effective and irrevocable prior to the end of the Review Period, Executive shall be entitled to the following: (i) a lump sum cash amount equal to twelve (12) months of Executive’s base salary in effect at the time of Executive’s termination, such payment to be made on the Payment Date, subject to compliance with Sections 5.5 and 12.6; (ii) for up to twelve (12) months after Executive’s date of termination, the Company shall continue Executive’s participation in the Company’s group health and dental plan and shall pay that portion of the premiums that the Company paid on behalf of Executive and his dependents during Executive’s employment; provided, however, that if the Company’s health insurance plan and/or dental insurance plan does not permit Executive’s continued participation in such plan after his termination of employment, then the Company shall pay that portion of the premiums associated with COBRA continuation coverage that the Company paid on behalf of Executive and his dependents during Executive’s employment, including administrative fees, on Executive’s behalf for so long as COBRA continuation coverage is available, up to twelve (12) months; and provided, further, that if Executive becomes employed with another employer during the period in which continued health insurance and/or dental insurance is being provided pursuant to this Section, the Company shall not be required to continue the relevant benefits, or if applicable, to pay the relevant costs of COBRA, if Executive becomes covered under a health insurance plan and/or dental plan of the new employer. (For purposes of this Section 5.3(a)(ii), the term “Executive” shall include, to the extent applicable, Executive’s spouse and any of Executive’s his dependents covered under the Company’s group health plan and/or dental plan prior to his termination of employment.) (b) As used herein, “Change in Control” shall occur or be deemed to occur if any of the following events occur: (i) any sale, lease, exchange or other transfer (in one transaction or a series of transactions) of all or substantially all of the assets of the Company; or (ii) any consolidation or merger of the Company (including, without limitation, a triangular merger) where the shareholders of the Company immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own, directly or indirectly, shares representing in the aggregate more than fifty percent (50%) of the combined voting power of all the outstanding securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any); or (iii) a third person, including a “person” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (but other than (x) the Company, (y) any employee benefit plan of the Company, or (z) investors purchasing equity securities of the Company pursuant to a financing or a series of financings approved by the Board of Directors of the Company) becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, of Controlling Securities (as defined below). “Controlling Securities” shall mean securities representing 25% or more of the total number of votes that may be cast for the election of the directors of the Company.

Termination in the Event of a Change in Control. (a) In addition to the payments and provisions under Section 5.1 but in lieu of, and not in addition to, the payments required pursuant to Section 5.2 aboveabove and 5.5 below, in the event Executive’s employment with the Company is terminated by the Company by reason of non-renewal of the Agreement Term pursuant to Sections 1 and 4.1, by Executive for Good Reason pursuant to Section 4.3, or by the Company without Cause pursuant to Section 4.5, in any such case, in anticipation of and/or within twelve (12) months following a Change in Control (as defined below) provided that such Change in Control also qualifies as a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i) (where required to avoid the imposition of penalty taxes under Section 409A) and ), provided that Executive (or Executive’s his legal representative, if applicable) executes a Release Severance Agreement and the Release becomes effective and irrevocable prior allows it to the end of the Review Periodbecome binding, Executive shall be entitled to the following: (i) a lump sum cash amount equal to twelve (12) months of Executive’s base salary in effect at the time of Executive’s termination, such payment to be made on no later than thirty (30) calendar days following the Payment Date, subject to compliance with Sections 5.5 and 12.6; (ii) for up to twelve (12) months after Executive’s date of termination, the Company shall continue Executive’s participation in the Company’s group health and dental plan and shall pay that portion of the premiums that the Company paid on behalf of Executive and his dependents during Executive’s employment; provided, however, that if the Company’s health insurance plan and/or dental insurance plan does not permit Executive’s continued participation in such plan after his termination of employment, then the Company shall pay that portion the costs of the premiums associated with COBRA continuation coverage that the Company paid on behalf of Executive and his dependents during Executive’s employment, including administrative fees, on Executive’s behalf for so long as COBRA continuation coverage is available, up to twelve (12) months; and provided, further, that if Executive becomes employed with another employer during the period in which continued health insurance and/or dental insurance is being provided pursuant to this Section, the Company shall not be required to continue the relevant such health benefits, or if applicable, to pay the relevant costs of COBRA, if Executive becomes covered under a health insurance plan and/or dental plan of the new employer. (For purposes of this Section 5.3(a)(ii), the term “Executive” shall include, to the extent applicable, Executive’s spouse and any of Executive’s his dependents covered under the Company’s group health plan and/or dental plan prior to his termination of employment.) (b) As used herein, “Change in Control” shall occur or be deemed to occur if any of the following events occur: (i) any sale, lease, exchange or other transfer (in one transaction or a series of transactions) of all or substantially all of the assets of the Company; or (ii) any consolidation or merger of the Company (including, without limitation, a triangular merger) where the shareholders of the Company immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own, directly or indirectly, shares representing in the aggregate more than fifty percent (50%) of the combined voting power of all the outstanding securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any); or (iii) a third person, including a “person” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (but other than (x) the Company, (y) any employee benefit plan of the Company, or (z) investors purchasing equity securities of the Company pursuant to a financing or a series of financings approved by the Board of Directors of the Company) becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, of Controlling Securities (as defined below). “Controlling Securities” shall mean securities representing 25% or more of the total number of votes that may be cast for the election of the directors of the Company.

Termination in the Event of a Change in Control. (a) In addition to the payments and provisions under Section 5.1 but in lieu of, and not in addition to, the payments required pursuant to Section 5.2 aboveabove and 5.5 below, in the event Executive’s employment with the Company is terminated by the Company by reason of non-renewal of the Agreement Term pursuant to Sections 1 and 4.1, by Executive for Good Reason pursuant to Section 4.3, or by the Company without Cause pursuant to Section 4.5, in any such case, in anticipation of and/or within twelve (12) months following a Change in Control (as defined below) provided that such Change in Control also qualifies as a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i) (where required to avoid the imposition of penalty taxes under Section 409A) and ), provided that Executive (or Executive’s his legal representative, if applicable) executes timely a Release and the Release becomes effective and irrevocable prior allows it to the end of the Review Periodbecome binding, Executive shall be entitled to the following: (i) a lump sum cash amount equal to twelve (12) months of Executive’s base salary in effect at the time of Executive’s termination, such payment to be made on the Payment Datefirst payroll date following the date the Release is effective and irrevocable, subject to compliance with Sections 5.5 provided, however, that if the sixty (60) day period in which the Release must be effective and 12.6irrevocable begins in one taxable year of the Executive and ends in a later taxable year, the payment will be made in the later taxable year; (ii) for up to twelve (12) months after Executive’s date of termination, the Company shall continue Executive’s participation in the Company’s group health and dental plan and shall pay that portion of the premiums that the Company paid on behalf of Executive and his dependents during Executive’s employment; provided, however, that if the Company’s health insurance plan and/or dental insurance plan does not permit Executive’s continued participation in such plan after his termination of employment, then the Company shall pay that portion of the premiums associated with COBRA continuation coverage that the Company paid on behalf of Executive and his dependents during Executive’s employment, including administrative fees, on Executive’s behalf for so long as COBRA continuation coverage is available, up to twelve (12) months; and provided, further, that if Executive becomes employed with another employer during the period in which continued health insurance and/or dental insurance is being provided pursuant to this Section, the Company shall not be required to continue the relevant benefits, or if applicable, to pay the relevant costs of COBRA, if Executive becomes covered under a health insurance plan and/or dental plan of the new employer. (For purposes of this Section 5.3(a)(ii), the term “Executive” shall include, to the extent applicable, Executive’s spouse and any of Executive’s his dependents covered under the Company’s group health plan and/or dental plan prior to his termination of employment.) (b) As used herein, “Change in Control” shall occur or be deemed to occur if any of the following events occur: (i) any sale, lease, exchange or other transfer (in one transaction or a series of transactions) of all or substantially all of the assets of the Company; or (ii) any consolidation or merger of the Company (including, without limitation, a triangular merger) where the shareholders of the Company immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own, directly or indirectly, shares representing in the aggregate more than fifty percent (50%) of the combined voting power of all the outstanding securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any); or (iii) a third person, including a “person” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (but other than (x) the Company, (y) any employee benefit plan of the Company, or (z) investors purchasing equity securities of the Company pursuant to a financing or a series of financings approved by the Board of Directors of the Company) becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, of Controlling Securities (as defined below). “Controlling Securities” shall mean securities representing 25% or more of the total number of votes that may be cast for the election of the directors of the Company.

Termination in the Event of a Change in Control. (a) In addition to the payments and provisions under Section 5.1 6.1 but in lieu of, and not in addition to, the payments required pursuant to Section 5.2 above6.2 above and 6.5 below, in the event Executive’s employment with the Company is terminated by the Company by reason of non-renewal of the Agreement Term pursuant to Sections 1 and 4.15.1, by Executive for Good Reason pursuant to Section 4.35.3, or by the Company without Cause pursuant to Section 4.55.5, in any such case, in anticipation of and/or within three (3) months before or twelve (12) months following a Change in Control (as defined below) provided that such Change in Control also qualifies as a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i) (where required to avoid the imposition of penalty taxes under Section 409A) and ), provided that Executive (or Executive’s his legal representative, if applicable) executes a Release Severance Agreement and the Release becomes effective and irrevocable prior allows it to the end of the Review Periodbecome binding, Executive shall be entitled to the following: (i) a lump sum cash amount equal to twelve twenty four (1224) months of the Executive’s base salary in effect at the time of Executive’s termination, such payment to be made on no later than thirty (30) calendar days following the Payment Date, subject to compliance with Sections 5.5 and 12.6; (ii) in lieu of, and not in addition to the payment required pursuant to Section 6.1(b), a lump sum payment equal to two times the mean bonus amount earned by Executive during the prior three years (or if Executive has been eligible to earn bonuses under Section 4.2 hereof for fewer than three years, than two times the mean of such fewer number of years), such payment to be made no later than the Payment Date; and (iii) for up to twelve twenty-four (1224) (if such plan permits), but not less than eighteen (18), months after Executive’s date of termination, the Company shall continue Executive’s Executive participation in the Company’s group health and dental plan and shall pay that portion of the premiums that the Company paid on behalf of Executive and his dependents during Executive’s employment; provided, however, that if the Company’s health insurance plan and/or dental insurance plan does not permit Executive’s continued participation in such plan after his termination of employment, then the Company shall pay that portion the costs of the premiums associated with COBRA continuation coverage that the Company paid on behalf of Executive and his dependents during Executive’s employment, including administrative fees, on Executive’s behalf for so long as COBRA continuation coverage is available, up to twelve twenty-four (1224) months but not less than eighteen (18) months; and provided, further, that if Executive becomes employed with another employer during the period in which continued health insurance and/or dental insurance is being provided pursuant to this Section, the Company shall not be required to continue the relevant such health benefits, or if applicable, to pay the relevant costs of COBRA, if Executive becomes covered under a health insurance plan and/or dental plan of the new employer. (For purposes of this Section 5.3(a)(ii6.3(a)(iii), the term “Executive” shall include, to the extent applicable, Executive’s spouse and any of Executive’s his dependents covered under the Company’s group health plan and/or dental plan prior to his termination of employment.) (b) As used herein, “Change in Control” shall occur or be deemed to occur if any of the following events occur: (i) any sale, lease, exchange or other transfer (in one transaction or a series of transactions) of all or substantially all of the assets of the Company; or (ii) any consolidation or merger of the Company (including, without limitation, a triangular merger) where the shareholders of the Company immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own, directly or indirectly, shares representing in the aggregate more than fifty percent (50%) of the combined voting power of all the outstanding securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any); or (iii) a third person, including a “person” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (but other than (x) the Company, (y) any employee benefit plan of the Company, or (z) investors purchasing equity securities of the Company pursuant to a financing or a series of financings approved by the Board of Directors of the Company) becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, of Controlling Securities (as defined below). “Controlling Securities” shall mean securities representing 25% or more of the total number of votes that may be cast for the election of the directors of the Company.

Termination in the Event of a Change in Control. ​ (a) In addition to the payments and provisions under Section 5.1 but in lieu of, and not in addition to, the payments required pursuant to Section 5.2 above, in the event Executive’s employment with the Company is terminated by the Company by reason of non-non- renewal of the Agreement Term pursuant to Sections 1 and 4.1, by Executive for Good Reason pursuant to Section 4.3, or by the Company without Cause pursuant to Section 4.5, in any such case, in anticipation of and/or case within twelve (12) months following a Change in Control (as defined below) provided that such Change in Control also qualifies as a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i) (where required to avoid the imposition of penalty taxes under Section 409A) and provided that Executive (or Executive’s legal representative, if applicable) executes a Release and the Release becomes effective and irrevocable prior to the end of the Review Period, Executive shall be entitled to the following: (i) a lump sum cash amount equal to twelve (12) months of Executive’s base salary in effect at the time of Executive’s termination, such payment to be made on the Payment Date, subject to compliance with Sections 5.5 and 12.6;; ​ (ii) for up to twelve (12) months after Executive’s date of termination, the Company shall continue Executive’s participation in the Company’s group health and dental plan and shall pay that portion of the premiums that the Company paid on behalf of Executive and his her dependents during Executive’s employment; provided, however, that if the Company’s health insurance plan and/or dental insurance plan does not permit Executive’s continued participation in such plan after his her termination of employment, then the Company shall pay that portion of the premiums associated with COBRA continuation coverage that the Company paid on behalf of Executive and his her dependents during Executive’s employment, including administrative fees, on Executive’s behalf for so long as COBRA continuation coverage is available, up to twelve (12) months; and provided, further, that if Executive becomes employed with another employer during the period in which continued health insurance and/or dental insurance is being provided pursuant to this Section, the Company shall not be required to continue the relevant benefits, or if applicable, to pay the relevant costs of COBRA, if Executive becomes covered under a health insurance plan and/or dental plan of the new employer. (For purposes of this Section 5.3(a)(ii), the term “Executive” shall include, to the extent applicable, Executive’s spouse and any of Executive’s dependents covered under the Company’s group health plan and/or dental plan prior to his her termination of employment.)) ​ (b) As used herein, “Change in Control” shall occur or be deemed to occur if any of the following events occur:: ​ (i) any sale, lease, exchange or other transfer (in one transaction or a series of transactions) of all or substantially all of the assets of the Company; oror ​ (ii) any consolidation or merger of the Company (including, without limitation, a triangular merger) where the shareholders of the Company immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own, directly or indirectly, shares representing in the aggregate more than fifty percent (50%) of the combined voting power of all the outstanding securities of the corporation issuing cash ​ or securities in the consolidation or merger (or of its ultimate parent corporation, if any); oror ​ (iii) a third person, including a “person” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (but other than (x) the Company, (y) any employee benefit plan of the Company, or (z) investors purchasing equity securities of the Company pursuant to a financing or a series of financings approved by the Board of Directors of the Company) becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, of Controlling Securities (as defined below). “Controlling Securities” shall mean securities representing 25% or more of the total number of votes that may be cast for the election of the directors of the Company.. ​

Termination in the Event of a Change in Control. ​ (a) In addition to the payments and provisions under Section 5.1 but in lieu of, and not in addition to, the payments required pursuant to Section 5.2 above, in the event Executive’s employment with the Company is terminated by the Company by reason of non-non- renewal of the Agreement Term pursuant to Sections 1 and 4.1, by Executive for Good Reason pursuant to Section 4.3, or by the Company without Cause pursuant to Section 4.5, in any such case, in anticipation of and/or case within twelve (12) months following a Change in Control (as defined below) provided that such Change in Control also qualifies as a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i) (where required to avoid the imposition of penalty taxes under Section 409A) and provided that Executive (or Executive’s legal representative, if applicable) executes a Release and the Release becomes effective and irrevocable prior to the end of the Review Period, Executive shall be entitled to the following: (i) a lump sum cash amount equal to twelve (12) months of Executive’s base salary in effect at the time of Executive’s termination, such payment to be made on the Payment Date, subject to compliance with Sections 5.5 and 12.6; (ii) for up to twelve (12) months after Executive’s date of termination, the Company shall continue Executive’s participation in the Company’s group health and dental plan and shall pay that portion of the premiums that the Company paid on behalf of Executive and his dependents during Executive’s employment; provided, however, that if the Company’s health insurance plan and/or dental insurance plan does not permit Executive’s continued participation in such plan after his termination of employment, then the Company shall pay that portion of the premiums associated with COBRA continuation coverage that the Company paid on behalf of Executive and his dependents during Executive’s employment, including administrative fees, on Executive’s behalf for so long as COBRA continuation coverage is available, up to twelve (12) months; and provided, further, that if Executive becomes employed with another employer during the period in which continued health insurance and/or dental insurance is being provided pursuant to this Section, the Company shall not be required to continue the relevant benefits, or if applicable, to pay the relevant costs of COBRA, if Executive becomes covered under a health insurance plan and/or dental plan of the new employer. (For purposes of this Section 5.3(a)(ii), the term “Executive” shall include, to the extent applicable, Executive’s spouse and any of Executive’s dependents covered under the Company’s group health plan and/or dental plan prior to his termination of employment.)) ​ (b) As used herein, “Change in Control” shall occur or be deemed to occur if any of the following events occur:: ​ (i) any sale, lease, exchange or other transfer (in one transaction or a series of transactions) of all or substantially all of the assets of the Company; oror ​ (ii) any consolidation or merger of the Company (including, without limitation, a triangular merger) where the shareholders of the Company immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own, directly or indirectly, shares representing in the aggregate more than fifty percent (50%) of the combined voting power of all the outstanding securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any); oror ​ (iii) a third person, including a “person” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (but other than (x) the Company, (y) any employee benefit plan of the Company, or (z) investors purchasing equity securities of the Company pursuant to a financing or a series of financings approved by the Board of Directors of the Company) becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, of Controlling Securities (as defined below). “Controlling Securities” shall mean securities representing 25% or more of the total number of votes that may be cast for the election of the directors of the Company.. ​

Termination in the Event of a Change in Control. (a) In addition to the payments and provisions under Section 5.1 but in lieu of, and not in addition to, the payments required pursuant to Section 5.2 above, in the event Executive’s 's employment with the Company is terminated by the Company by reason of non-renewal of the Agreement Term pursuant to Sections 1 and 4.1(other than for Cause, disability or death as defined herein) or by Executive for Good Reason pursuant to Section 4.3, (as defined below) within three (3) months before or by the Company without Cause pursuant to Section 4.5, in any such case, in anticipation of and/or within twelve twenty four (1224) months following a Change in Control (as defined below) provided that such Change in Control also qualifies as a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i) (where required to avoid the imposition of penalty taxes under Section 409A) and provided that Executive (or Executive’s legal representative, if applicable) executes a Release and the Release becomes effective and irrevocable prior to the end of the Review Period), Executive shall be entitled to the following: (i) All outstanding stock and Options shall immediately vest upon the occurrence of a lump sum Change in Control; and (ii) the Company shall pay to Executive within fourteen (14) days of delivery of a written notice of his termination any and all unpaid base salary at the time of termination, any accrued but untaken vacation pay, in each case to the extent not yet paid, and within 90 days of the current financial year end, the pro rata portion of any bonus earned in the year of termination; and (iii) the Company shall pay Executive's normal post- termination benefits in accordance with the Company's retirement, insurance and other benefit plan arrangements (including non-qualified deferred compensation plans); and (iv) the Company shall pay to Executive a cash amount equal to twelve twenty four (1224) months of the Executive’s 's annual base salary in effect pay existing at the time of Executive’s termination, such payment 's termination as to be made on the Payment Date, subject to compliance with Sections 5.5 and 12.6;which Executive shall have no mitigation obligations; and (iiv) for up to twelve twenty four (1224) months after Executive’s 's date of termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue Executive’s participation in 's health care, dental, disability and life insurance benefits on the Company’s group health and dental plan same basis as immediately prior to the date of termination and shall pay that portion of continue the premiums that health care benefits for Executive's spouse on the Company paid on behalf of Executive and his dependents during Executive’s employmentsame basis; provided, however, that if the Company’s health insurance plan and/or dental insurance plan does not permit Executive’s continued participation in such plan after his termination of employment, then the Company shall pay that portion of the premiums associated with COBRA continuation coverage that the Company paid on behalf of Executive and his dependents during Executive’s employment, including administrative fees, on Executive’s behalf for so long as COBRA continuation coverage is available, up to twelve (12) months; and provided, further, that if Executive becomes employed reemployed with another employer during the period in which continued health insurance and/or dental insurance is benefits are being provided pursuant to this Section, the Company shall not be required to continue the relevant benefits, or if applicable, to pay the relevant costs of COBRA, such benefits if Executive becomes is covered under a health insurance plan and/or dental plan of by an equivalent benefit by the new employer. , and (For purposes of this Section 5.3(a)(ii), the term “Executive” shall include, vi) to the extent applicablenot otherwise paid or provided, Executive’s spouse and the Company shall timely pay or provide to Executive any of Executive’s dependents covered under the Company’s group health plan and/or dental plan prior other amounts or benefits required to be paid or provided or which Executive is eligible to receive following his termination of employmentemployment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies, and (vii) if Executive has served for twelve (12) months or more following the Change in Control, and voluntarily elects to terminate his service to the Company after such twelve month period and such election is not for "Good Reason," the Company shall pay Executive his annual base salary then in effect for twenty four (24) months in the manner set forth in Section 4.1 and shall continue Executive's benefits as provided for in Section 6.4(a) (v) herein.) (b) As used herein, “"Change in Control” " shall occur or be deemed to occur if any of the following events occur: (i) any sale, lease, exchange or other transfer (in one transaction or a series of transactions) of all or substantially all of the assets of the Company; or (ii) any consolidation or merger of the Company (including, without limitation, a triangular merger) where the shareholders of the Company immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own, directly or indirectly, shares representing in the aggregate more than fifty percent (50%) of the combined voting power of all the outstanding securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any); or (iii) a third person, including a “"person” " as defined in Section 13(d)(313(d) (3) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”") (but other than (x) the Company, (y) any employee benefit plan of the Company, or (z) investors purchasing equity securities of the Company pursuant to a financing or a series of financings approved by the Board of Directors of the Company) becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, of Controlling Securities (as defined below). “"Controlling Securities” " shall mean securities representing 25% or more of the total number of votes that may be cast for the election of the directors of the Company.

Termination in the Event of a Change in Control. (a) In addition to the payments and provisions under Section 5.1 but in lieu of, and not in addition to, the payments required pursuant to Section 5.2 above, in the event Executive’s 's employment with the Company is terminated by the Company by reason of non-renewal of the Agreement Term pursuant to Sections 1 and 4.1, by Executive for Good Reason pursuant to Section 4.3, or by the Company without Cause pursuant to Section 4.5, in any such case, in anticipation of of, and/or within three (3) months before or within twelve (12) months following a Change in Control (as defined below) provided that such Change in Control also qualifies as a “"change in control event” " within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i) (where required to avoid the imposition of penalty taxes under Section 409A) and provided that Executive (or Executive’s 's legal representative, if applicable) executes a Release and the Release becomes effective and irrevocable prior to the end of the Review Period, Executive shall be entitled to the following: (i) a lump sum cash amount equal to twelve twenty four (1224) months of the Executive’s 's base salary in effect at the time of Executive’s 's termination, such payment to be made on no later than the Payment Date, subject to compliance with Sections 5.5 and 12.6; (ii) a lump sum payment equal to two times Executive's target annual bonus (as described in Section 3.2(a)), such payment to be made no later than the Payment Date; and (iii) for up to twelve twenty-four (1224) (if such plan permits), but not less than eighteen (18), months after Executive’s 's date of termination, the Company shall continue Executive’s 's participation in the Company’s 's group health and dental plan and shall pay that portion of the premiums that the Company paid on behalf of Executive and his dependents during Executive’s 's employment; provided, however, that if the Company’s 's health insurance plan and/or dental insurance plan does not permit Executive’s 's continued participation in such plan after his termination of employment, then the Company shall pay that portion of the premiums associated with COBRA continuation coverage that the Company paid on behalf of Executive and his dependents during Executive’s 's employment, including administrative fees, on Executive’s 's behalf for so long as COBRA continuation coverage is available, up to twelve twenty-four (1224) months but not less than eighteen (18) months; and provided, further, that if Executive becomes employed with another employer during the period in which continued health insurance and/or dental insurance is being provided pursuant to this Section, the Company shall not be required to continue the relevant benefits, or if applicable, to pay the relevant costs of COBRA, if Executive becomes covered under a health insurance plan and/or dental plan of the new employer. (For purposes of this Section 5.3(a)(ii), the term “"Executive” " shall include, to the extent applicable, Executive’s 's spouse and any of Executive’s 's dependents covered under the Company’s 's group health plan and/or dental plan prior to his termination of employment.) (b) As used herein, “"Change in Control” " shall occur or be deemed to occur if any of the following events occur: (i) any sale, lease, exchange or other transfer (in one transaction or a series of transactions) of all or substantially all of the assets of the Company; or (ii) any consolidation or merger of the Company (including, without limitation, a triangular merger) where the shareholders of the Company immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own, directly or indirectly, shares representing in the aggregate more than fifty percent (50%) of the combined voting power of all the outstanding securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any); or (iii) a third person, including a “"person” " as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”") (but other than (x) the Company, (y) any employee benefit plan of the Company, or (z) investors purchasing equity securities of the Company pursuant to a financing or a series of financings approved by the Board of Directors of the Company) becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, of Controlling Securities (as defined below). “"Controlling Securities” " shall mean securities representing 25% or more of the total number of votes that may be cast for the election of the directors of the Company.

Termination in the Event of a Change in Control. (a) In addition to the payments and provisions under Section 5.1 but in lieu of, and not in addition to, the payments required pursuant to Section 5.2 above, in the event Executive’s employment with the Company is terminated by the Company by reason of non-renewal a consummation of the Agreement Term pursuant to Sections 1 and 4.1, by Executive for Good Reason pursuant to Section 4.3, or by the Company without Cause pursuant to Section 4.5, in any such case, in anticipation of and/or within twelve (12) months following a Change in Control (as defined below) provided that of the Company, and if, upon such Change in Control also qualifies as a “change in control event” occurrence, or within the meaning period of Treasury Regulation Section 1.409A-3(i)(5)(isix (6) months following such occurrence, or within three (where required to avoid the imposition of penalty taxes under Section 409A3) and provided that Executive (or Executive’s legal representative, if applicable) executes a Release and the Release becomes effective and irrevocable months prior to the end and in anticipation of the Review Periodsuch occurrence, Executive shall be entitled to the following: (i) the Company terminates Employee’s employment without Cause or Employee resigns for Good Reason, and (ii) Employee executes a lump sum cash amount equal to twelve (12) months of Executive’s base salary in effect at the time of Executive’s terminationSeparation Agreement consistent with Section 6.5.1, such payment to be made on the Payment Datethen, subject to compliance with Sections 5.5 this Agreement and 12.6; (ii) for up to twelve (12) months after Executive’s date of terminationthe Separation Agreement, the Company following shall continue Executive’s participation in the Company’s group health and dental plan and shall pay that portion of the premiums that the Company paid on behalf of Executive and his dependents during Executive’s employment; provided, however, that if the Company’s health insurance plan and/or dental insurance plan does not permit Executive’s continued participation in such plan after his termination of employment, then occur: (a) the Company shall pay that portion to Employee an amount equal to any earned and accrued but unpaid bonus(es) and incentive compensation for the fiscal year for which same has not been paid, plus two (2) times Employee’s then-current Base Salary, plus an amount equal to the target Annual Bonus paid to Employee; and (b) all equity grants and performance shares under any long-term incentive program granted as compensation then held by the Employee as of the premiums associated Termination Date shall become fully vested irrespective of the applicable vesting periods of the governing participation plan and/or will be allocated in accordance with COBRA continuation coverage that the Company paid on behalf respective provisions of Executive and his dependents during Executive’s employment, including administrative fees, on Executive’s behalf for so long as COBRA continuation coverage is available, up to twelve (12) months; and provided, further, that if Executive becomes employed with another employer during the period in which continued health insurance and/or dental insurance is being provided pursuant to this Section, the such participation plan. Company shall not be required to continue the relevant benefits, or if applicable, to pay the relevant costs of COBRA, if Executive becomes covered under a health insurance plan and/or dental plan its share of the new employer. (For purposes of this Section 5.3(a)(ii), the term “Executive” shall include, to the extent applicable, Executivecosts for Employee’s spouse and any of Executive’s dependents covered coverage under the Company’s group health insurance plan and/or dental plan prior to his termination for a period of employment.) twenty-four (b24) As used herein, months (the “Change in Control” Control Severance Period”), provided Employee makes an effective COBRA election regarding group health insurance. All monetary payments required to be paid by Company as referenced in this Section 6.8 shall occur or be deemed paid to occur if any Employee by way of one lump sum payment on the first regularly scheduled payroll following the effective date of the following events occur: (i) any saleSeparation Agreement. If Employee obtains alternate group health insurance benefits during the Change in Control Severance Period, lease, exchange or other transfer (Employee shall immediately notify Company in one transaction or a series of transactions) of all or substantially all writing and Company shall no longer be obligated to pay its share of the assets of costs for continuing Employee’s coverage under the Company; or (ii) any consolidation or merger of the Company (including, without limitation, a triangular merger) where the shareholders of the Company immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own, directly or indirectly, shares representing in the aggregate more than fifty percent (50%) of the combined voting power of all the outstanding securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any); or (iii) a third person, including a “person” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (but other than (x) the Company, (y) any employee benefit plan of the Company, or (z) investors purchasing equity securities of the Company pursuant to a financing or a series of financings approved by the Board of Directors of the Company) becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, of Controlling Securities (as defined below). “Controlling Securities” shall mean securities representing 25% or more of the total number of votes that may be cast for the election of the directors of the Company’s group health insurance plan.

Termination in the Event of a Change in Control. (a) In addition to the payments and provisions under Section 5.1 but in lieu of, and not in addition to, the payments required pursuant to Section 5.2 above, in the event Executive’s employment with the Company is terminated by the Company by reason of non-renewal of the Agreement Term pursuant to Sections 1 and 4.1(other than for Cause, disability or death as defined herein) or by Executive for Good Reason pursuant to Section 4.3, (as defined below) within three months before or by the Company without Cause pursuant to Section 4.5, in any such case, in anticipation of and/or within twelve (12) 12 months following a Change in Control (as defined below) provided that such Change in Control also qualifies as a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i) (where required to avoid the imposition of penalty taxes under Section 409A) and provided that Executive (or Executive’s legal representative, if applicable) executes a Release and the Release becomes effective and irrevocable prior to the end of the Review Period), Executive shall be entitled to the following, subject to Executive’s continued compliance with the Confidentiality Agreement and execution of a general release of all claims against the Company: (i) a lump sum cash amount equal Any unvested stock or stock options awarded to twelve (12) months Executive by the Company shall immediately vest upon the occurrence of Executive’s base salary in effect at the time of Executive’s such termination, such payment to be made on the Payment Date, subject to compliance with Sections 5.5 and 12.6;; and (ii) the Company shall pay to Executive within fourteen (14) days after delivery of a written notice of his termination any and all compensation which would otherwise be payable to Executive under Section 4.1 of this Agreement through the termination date, and payment for up any accrued but untaken vacation days, in each case to twelve the extent not yet paid; and (12iii) the Company shall pay Executive’s normal post-termination benefits in accordance with the Company’s retirement, insurance and other benefit plan arrangements (including non-qualified deferred compensation plans); and (iv) The Company shall pay to Executive the equivalent of his average annual base salary for a period of three (3) month: and (v) for six (6) months after Executive’s date of termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue Executive’s participation in health care, dental, disability and life insurance benefits on the Company’s group health and dental plan and shall pay that portion same basis as immediately prior to the date of the premiums that the Company paid on behalf of Executive and his dependents during Executive’s employmenttermination; provided, however, that if the Company’s health insurance plan and/or dental insurance plan does not permit Executive’s continued participation in such plan after his termination of employment, then the Company shall pay that portion of the premiums associated with COBRA continuation coverage that the Company paid on behalf of Executive and his dependents during Executive’s employment, including administrative fees, on Executive’s behalf for so long as COBRA continuation coverage is available, up to twelve (12) months; and provided, further, that if Executive becomes employed with another employer during the period in which continued health insurance and/or dental insurance is being provided pursuant to this Section, the Company shall not be required to continue provide any health care, dental, disability or life insurance benefit otherwise receivable by Executive pursuant to this Section 6.5(a)(v) if Executive is actually covered by an substantially similar benefit (at or below the relevant benefits, or if applicable, same cost to pay the relevant costs of COBRAExecutive, if Executive becomes covered under a health insurance plan and/or dental plan of the new employer. (For purposes of any) from another employer during which continuing benefits are provided pursuant to this Section 5.3(a)(ii6.5(a)(v), . Any such benefit made available to Executive shall be reported to the term “Executive” shall include, Company; (vi) to the extent applicablenot otherwise paid or provided, Executive’s spouse and the Company shall timely pay or provide to Executive any of Executive’s dependents covered under the Company’s group health plan and/or dental plan prior other amounts or benefits required to be paid or provided or which Executive is eligible to receive following his termination of employment.) (b) As used hereinemployment under any plan, “Change in Control” shall occur program, policy, practice, contract or be deemed to occur if any of the following events occur: (i) any sale, lease, exchange or other transfer (in one transaction or a series of transactions) of all or substantially all of the assets of the Company; or (ii) any consolidation or merger agreement of the Company (and its affiliated companies; provided, however, that the benefits provided under this Section 6.5 shall be in lieu of, and not in addition to, any benefits for which Executive would be otherwise eligible including, without limitation, a triangular merger) where the shareholders of the Company immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own, directly or indirectly, shares representing in the aggregate more than fifty percent (50%) of the combined voting power of all the outstanding securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any); or (iii) a third person, including a “person” as defined in severance benefits provided under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (but other than (x) the Company, (y) any employee benefit plan of the Company, or (z) investors purchasing equity securities of the Company pursuant to a financing or a series of financings approved by the Board of Directors of the Company) becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, of Controlling Securities (as defined below). “Controlling Securities” shall mean securities representing 25% or more of the total number of votes that may be cast for the election of the directors of the Company6.2.

Termination in the Event of a Change in Control. (a) In addition to the payments and provisions under Section 5.1 but in lieu of, and not in addition to, the payments required pursuant to Section 5.2 above, in the event Executive’s employment with the Company is terminated by the Company by reason of non-renewal of the Agreement Term pursuant to Sections 1 and 4.1, by Executive for Good Reason pursuant to Section 4.3, or by the Company without Cause pursuant to Section 4.5, in any such case, in anticipation of and/or case within twelve (12) months following a Change in Control (as defined below) provided that such Change in Control also qualifies as a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i) (where required to avoid the imposition of penalty taxes under Section 409A) and provided that Executive (or Executive’s legal representative, if applicable) executes a Release and the Release becomes effective and irrevocable prior to the end of the Review Period, Executive shall be entitled to the following: (i) a lump sum cash amount equal to twelve (12) months of Executive’s base salary in effect at the time of Executive’s termination, such payment to be made on the Payment Date, subject to compliance with Sections 5.5 and 12.6; (ii) for up to twelve (12) months after Executive’s date of termination, the Company shall continue Executive’s participation in the Company’s group health and dental plan and shall pay that portion of the premiums that the Company paid on behalf of Executive and his her dependents during Executive’s employment; provided, however, that if the Company’s health insurance plan and/or dental insurance plan does not permit Executive’s continued participation in such plan after his her termination of employment, then the Company shall pay that portion of the premiums associated with COBRA continuation coverage that the Company paid on behalf of Executive and his her dependents during Executive’s employment, including administrative fees, on Executive’s behalf for so long as COBRA continuation coverage is available, up to twelve (12) months; and provided, further, that if Executive becomes employed with another employer during the period in which continued health insurance and/or dental insurance is being provided pursuant to this Section, the Company shall not be required to continue the relevant benefits, or if applicable, to pay the relevant costs of COBRA, if Executive becomes covered under a health insurance plan and/or dental plan of the new employer. (For purposes of this Section 5.3(a)(ii), the term “Executive” shall include, to the extent applicable, Executive’s spouse and any of Executive’s dependents covered under the Company’s group health plan and/or dental plan prior to his her termination of employment.) (b) As used herein, “Change in Control” shall occur or be deemed to occur if any of the following events occur: (i) any sale, lease, exchange or other transfer (in one transaction or a series of transactions) of all or substantially all of the assets of the Company; or (ii) any consolidation or merger of the Company (including, without limitation, a triangular merger) where the shareholders of the Company immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own, directly or indirectly, shares representing in the aggregate more than fifty percent (50%) of the combined voting power of all the outstanding securities of the corporation ​ ​ issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any); or (iii) a third person, including a “person” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (but other than (x) the Company, (y) any employee benefit plan of the Company, or (z) investors purchasing equity securities of the Company pursuant to a financing or a series of financings approved by the Board of Directors of the Company) becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, of Controlling Securities (as defined below). “Controlling Securities” shall mean securities representing 25% or more of the total number of votes that may be cast for the election of the directors of the Company.