Common use of Termination of Employment Without Cause or for Good Reason Clause in Contracts

Termination of Employment Without Cause or for Good Reason. If the Employment Period ends pursuant to Section 4 hereof on account of a Termination without Cause or a Termination by Executive for Good Reason, the Executive shall be entitled to receive the following, in addition to the Accrued Benefits described above, subject to the existence of an Effective Release of Claims: (i) a lump sum payment equal to five times the amount of the highest rate of Base Salary paid to Executive at any time, to be paid within sixty (60) days of the effective date of the termination of Executive’s employment, except as provided below, (ii) a lump sum payment equal to five times the average of the three (3) highest years of Annual Bonus Compensation Executive has received at any time, to be paid within sixty (60) days of the effective date of the termination of Executive’s employment, except as provided below, (iii) any accumulations and benefits to which Executive is entitled under the Nonqualified Supplemental Retirement Benefit Plan and the Nonqualified Deferred Compensation Plan, to be paid in accordance with the terms of such plans, (iv) continued participation by Executive and his spouse in the Company’s medical, dental and vision health plan, at the Company’s expense, until Executive dies or, if later, until his surviving spouse dies, to be effective immediately upon the effective date of the termination of Executive’s employment, and subject to any elections necessary by the Executive or Executive’s spouse to effect such continuation, (v) continued participation by each of Executive’s dependent children in the Company’s medical, dental and vision health plan, at the Company’s expense, until each child is no longer a dependent, as defined by the applicable plan, to be effective immediately upon the effective date of the termination of Executive’s employment, and subject to any elections necessary for such dependents to effect such continuation, (vi) immediate vesting of Executive’s existing unvested equity awards as of the effective date of the termination of Executive’s employment, and (vii) at the Executive’s option, the Company shall transfer to the Executive the ownership of any and all life insurance policies insuring the Executive’s life that the Company has purchased and the Executive shall thereafter be liable for all payments due on such policies, to be effective within sixty (60) days of the effective date of the termination of Executive’s employment. For purposes of the payments due Executive under Section 5(d) (i) and (ii), if the sixty (60) day period following the effective date of the termination of Executive’s employment begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year. If the Company's obligations under Sections 5(d) (iv) and/or (v) would violate the nondiscrimination rules applicable to non-grandfathered plans under the ACA, or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform Sections 5(d) (iv) and/or (v) in a manner as is necessary to comply with the ACA. Notwithstanding any other provision of this Section 5(d), if Executive’s employment terminates due to a Termination by the Company without Cause or a Termination by Executive for Good Reason upon or within six (6) months following a Change in Control, then the amount due Executive under Sections 5(d)(i) and (ii) above shall be reduced by the amount of the CIC Bonus actually paid to Executive under Section 3(b) of this Agreement.

Termination of Employment Without Cause or for Good Reason. (a) If (1) the Employment Period ends pursuant to Section 4 hereof on account of a Termination Company terminates Executive’s employment without Cause or a Termination by (2) Executive resigns for Good Reason, the then Executive shall be entitled to receive the followingfollowing termination payments and benefits; provided, however, that this Section 3.3 shall not apply to, and shall have no effect in addition connection with, any termination to the Accrued Benefits described above, subject to the existence which Section 3.2 of an Effective Release of Claims: this Agreement applies: (i) a lump sum payment an amount equal to five times the amount of the highest rate of Base twelve (12) months’ Salary paid to Executive at any time, to be paid within sixty (60) days of the effective date of the termination of Executive’s employment, except as provided below, (ii) a lump sum payment equal to five times the average of the three (3) highest years of Annual Bonus Compensation Executive has received at any time, to be paid within sixty (60) days of the effective date of the termination of Executive’s employment, except as provided below, (iii) any accumulations and benefits to which Executive is entitled under the Nonqualified Supplemental Retirement Benefit Plan and the Nonqualified Deferred Compensation Plan, to be paid in accordance with the terms of such plans, (iv) continued participation by Executive and his spouse in the Company’s medical, dental and vision health plan, at the Company’s expense, until Executive dies rate in effect immediately prior to termination (or, if later, until his surviving spouse dies, to be effective immediately upon the effective date of the termination of Executive’s employment, and subject to any elections necessary by the Executive or Executive’s spouse to effect such continuation, (v) continued participation by each of Executive’s dependent children in the Company’s medical, dental and vision health plan, at the Company’s expense, until each child is no longer a dependent, as defined by the applicable plan, to be effective immediately upon the effective date of the termination of Executive’s employment, and subject to any elections necessary terminates employment for such dependents to effect such continuation, (vi) immediate vesting of Executive’s existing unvested equity awards as of the effective date of the termination of Executive’s employment, and (vii) at the Executive’s option, the Company shall transfer to the Executive the ownership of any and all life insurance policies insuring the Executive’s life that the Company has purchased and the Executive shall thereafter be liable for all payments due on such policies, to be effective within sixty (60) days of the effective date of the termination of Executive’s employment. For purposes of the payments due Executive under Section 5(d) (i) and (ii), if the sixty (60) day period following the effective date of the termination of Executive’s employment begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year. If the Company's obligations under Sections 5(d) (iv) and/or (v) would violate the nondiscrimination rules applicable to non-grandfathered plans under the ACA, or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform Sections 5(d) (iv) and/or (v) in a manner as is necessary to comply with the ACA. Notwithstanding any other provision of this Section 5(d), if Executive’s employment terminates Good Reason due to a Termination by material reduction in Executive’s then-in-effect base Salary, immediately prior to such reduction); provided, however, that in the Company without Cause or a Termination by Executive for Good Reason upon or event such termination occurs within six twelve (612) months following a Change in Control, such amount shall be equal to eighteen (18) months’ Salary, such amount payable to Executive in accordance with the terms below; (ii) in the event such termination occurs within twelve (12) months following a Change in Control, an amount equal to Executive’s target bonus for the calendar year in which such termination occurs, such amount pro-rated for the number of full months worked in such calendar year prior to termination and payable to Executive in accordance with the terms below; (iii) if Executive and his spouse and eligible children are entitled to, and timely (and properly) elect to, continue their coverage (or the coverage of any one of them) under the Company’s group health plans pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”), the Company shall pay the premiums (or reimburse Executive for any premiums paid by Executive (or Executive’s spouse or eligible children)) for such COBRA continuation coverage for a period of twelve (12) months following the last day of the month containing Executive’s date of termination (“COBRA Continuation Date”) or until Executive is no longer entitled to COBRA continuation coverage under the Company’s group health plans, whichever period is shorter; provided, however, that in the event such termination occurs within twelve (12) months following a Change in Control, such COBRA continuation coverage shall be for a period of eighteen (18) months following the COBRA Continuation Date or until Executive is no longer entitled to COBRA continuation coverage under the group health plans of the Company or, if applicable, those of a Successor Company, whichever period is shorter. Notwithstanding the foregoing or any other provision in this Agreement to the contrary, the Company may unilaterally amend this Section 3.3(a)(iii) or eliminate the benefit provided hereunder to the extent it deems necessary to avoid the imposition of excise taxes, penalties or similar charges on the Company or any of its subsidiaries or affiliates, including, without limitation, under Section 4980D of the Code; (iv) in the event such termination occurs within twelve (12) months following a Change in Control, full acceleration of Executive’s then unvested equity awards that vest based on continued employment or service; provided, however, that the amount due foregoing acceleration shall apply only to equity awards granted on or after the effective date of the Prior Agreement (the payments and benefits set forth in Section 3.3(a)(i)-(iv) are collectively referred to herein as “Severance Payments”); and (v) unpaid Salary earned through the date of termination and unused vacation that has accrued and would be payable under the Company’s standard policy (collectively, the “Accrued Obligations”), payable in a lump sum on the next regularly scheduled payroll date following the date on which Executive’s employment terminated. (b) As a condition to receiving the payments and benefits under this Section 3.3 other than the Accrued Obligations, Executive must timely execute (and not revoke within the applicable revocation period specified therein) a general release and waiver of all claims against the Company, which release and waiver shall be in a form acceptable to the Company, and in substantially the form attached hereto as Appendix B (the “Release”). To be timely, the Release must become effective (i.e., Executive must have executed the Release and any revocation period must have expired without Executive’s revoking the Release) no later than sixty (60) days (or such earlier date specified in the Release) after Executive’s date of termination (the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, Executive will not have any right or entitlement to any of the Severance Payments described in this Section 3.3. In addition, payment of the amounts and benefits under this Section 3.3 is contingent on Executive’s full and continued compliance with the Company’s Proprietary Information and Inventions Agreement, as the same may be amended from time to time. (c) Notwithstanding the foregoing, termination of employment by Executive will not be for Good Reason unless (1) Executive notifies the Company in writing of the existence of the condition that Executive believes constitutes Good Reason within thirty (30) days of the initial existence of such condition (which notice specifically identifies such condition), (2) the Company fails to remedy such condition within thirty (30) days after the date on which it receives such notice (the “Remedial Period”), and (3) Executive actually terminates employment within thirty (30) days after the expiration of the Remedial Period and before the Company remedies such condition. (d) Subject to Section 3.3(b), Severance Payments to which Executive becomes entitled under Sections 5(d)(i3.3(a)(i) and (ii) above shall be reduced by made to Executive in approximately equal installments through the amount Company’s regularly scheduled payroll during the twelve (12) or, if applicable, eighteen (18) month period immediately following Executive’s date of termination. Severance Payments shall commence on the first regularly scheduled payroll date following the date on which Executive’s Release becomes effective; provided, however, that if the maximum period during which Executive can consider and revoke the Release begins in one calendar year and ends in the subsequent calendar year, payments shall not be made or commence to be made until the later of the CIC Bonus actually effective date of Executive’s Release and the first business day of such subsequent calendar year, regardless of when Executive’s Release becomes effective. The first such Severance Payment shall include payment of all amounts that otherwise would have been paid under Sections 3.3(a)(i) and (ii) prior to Executive under such date had such payments commenced as of the first regularly scheduled payroll date occurring immediately after Executive’s date of termination, and any payments made thereafter shall continue as provided herein. Notwithstanding the foregoing, if any payments and benefits payable pursuant to Section 3(b3.3(a) constitute a “deferral of this Agreementcompensation” subject to Code Section 409A (after taking into account, to the maximum extent possible, any applicable exemptions), then the applicable provisions of Section 13 shall apply.

Termination of Employment Without Cause or for Good Reason. (a) If (1) the Employment Period ends pursuant to Section 4 hereof on account of a Termination Company terminates Executive’s employment without Cause or a Termination by (2) Executive resigns for Good Reason, the (both as defined in Appendix A), then Executive shall be entitled to receive the followingfollowing termination payments and benefits; provided, however, that this Section 3.3 shall not apply to, and shall have no effect in addition connection with, any termination to the Accrued Benefits described above, subject to the existence which Section 3.2 of an Effective Release of Claims: this Agreement applies: (i) a lump sum payment an amount equal to five times the amount of the highest rate of Base twelve (12) months’ Salary paid to Executive at any time, to be paid within sixty (60) days of the effective date of the termination of Executive’s employment, except as provided below, (ii) a lump sum payment equal to five times the average of the three (3) highest years of Annual Bonus Compensation Executive has received at any time, to be paid within sixty (60) days of the effective date of the termination of Executive’s employment, except as provided below, (iii) any accumulations and benefits to which Executive is entitled under the Nonqualified Supplemental Retirement Benefit Plan and the Nonqualified Deferred Compensation Plan, to be paid in accordance with the terms of such plans, (iv) continued participation by Executive and his spouse in the Company’s medical, dental and vision health plan, at the Company’s expense, until Executive dies rate in effect immediately prior to termination (or, if later, until his surviving spouse dies, to be effective immediately upon the effective date of the termination of Executive’s employment, and subject to any elections necessary by the Executive or Executive’s spouse to effect such continuation, (v) continued participation by each of Executive’s dependent children in the Company’s medical, dental and vision health plan, at the Company’s expense, until each child is no longer a dependent, as defined by the applicable plan, to be effective immediately upon the effective date of the termination of Executive’s employment, and subject to any elections necessary terminates employment for such dependents to effect such continuation, (vi) immediate vesting of Executive’s existing unvested equity awards as of the effective date of the termination of Executive’s employment, and (vii) at the Executive’s option, the Company shall transfer to the Executive the ownership of any and all life insurance policies insuring the Executive’s life that the Company has purchased and the Executive shall thereafter be liable for all payments due on such policies, to be effective within sixty (60) days of the effective date of the termination of Executive’s employment. For purposes of the payments due Executive under Section 5(d) (i) and (ii), if the sixty (60) day period following the effective date of the termination of Executive’s employment begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year. If the Company's obligations under Sections 5(d) (iv) and/or (v) would violate the nondiscrimination rules applicable to non-grandfathered plans under the ACA, or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform Sections 5(d) (iv) and/or (v) in a manner as is necessary to comply with the ACA. Notwithstanding any other provision of this Section 5(d), if Executive’s employment terminates Good Reason due to a Termination by material reduction in Executive’s then-in-effect base Salary, immediately prior to such reduction); provided, however, that in the Company without Cause or a Termination by Executive for Good Reason upon or event such termination occurs within six twelve (612) months following a Change in Control, such amount shall be equal to eighteen (18) months’ Salary, such amount payable to Executive in accordance with the terms below; (ii) in the event such termination occurs within twelve (12) months following a Change in Control, an amount equal to Executive’s target Bonus for the calendar year in which such termination occurs, such amount pro-rated for the number of full months worked in such calendar year prior to termination and payable to Executive in accordance with the terms below; (iii) if Executive and his spouse and eligible children are entitled to, and timely (and properly) elect to, continue their coverage (or the coverage of any one of them) under the Company’s group health plans pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”), the Company shall pay the premiums (or reimburse Executive for any premiums paid by Executive (or Executive’s spouse or eligible children)) for such COBRA continuation coverage for a period of six (6) months following the last day of the month containing Executive’s date of termination (“COBRA Continuation Date”) or until Executive is no longer entitled to COBRA continuation coverage under the Company’s group health plans, whichever period is shorter; provided, however, that in the event such termination occurs within twelve (12) months following a Change in Control, such COBRA continuation coverage shall be for a period of twelve (12) months following the COBRA Continuation Date or until Executive is no longer entitled to COBRA continuation coverage under the group health plans of the Company or, if applicable, those of a Successor Company, whichever period is shorter. Notwithstanding the foregoing or any other provision in this Agreement to the contrary, the Company may unilaterally amend this Section 3.3(a)(iii) or eliminate the benefit provided hereunder to the extent it deems necessary to avoid the imposition of excise taxes, penalties or similar charges on the Company or any of its subsidiaries or affiliates, including, without limitation, under Section 4980D of the Code; (iv) in the event such termination occurs within twelve (12) months following a Change in Control, full acceleration of Executive’s then unvested equity awards that vest based on continued employment or service (the amount due payments and benefits set forth in Section 3.3(a)(i)- are collectively referred to herein as “Severance Payments”); and (v) unpaid Salary earned through the date of termination and unused vacation that has accrued and would be payable under the Company’s standard policy (collectively, the “Accrued Obligations”), payable in a lump sum on the next regularly scheduled payroll date following the date on which Executive’s employment terminated. (b) As a condition to receiving the payments and benefits under this Section 3.3 other than the Accrued Obligations, Executive must timely execute (and not revoke within the applicable revocation period specified therein) a general release and waiver of claims against the Company, which release and waiver shall be in a form acceptable to the Company, and in substantially the form attached hereto as Appendix B (the “Release”). To be timely, the Release must become effective (i.e., Executive must have executed the Release and any revocation period must have expired without Executive’s revoking the Release) no later than sixty (60) days (or such earlier date specified in the Release) after the latter of Executive’s date of termination or the Company’s provision of the execution copy of the Release document (the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, Executive will not have any right or entitlement to any of the Severance Payments described in this Section 3.3. In addition, payment of the amounts and benefits under this Section 3.3 is contingent on Executive’s full and continued compliance with the Company’s Proprietary Information and Inventions Agreement, as the same may be amended from time to time. (c) Notwithstanding the foregoing, termination of employment by Executive will not be for Good Reason unless (1) Executive notifies the Company in writing of the existence of the condition that Executive believes constitutes Good Reason within thirty (30) days of the initial existence of such condition (which notice specifically identifies such condition), (2) the Company fails to remedy such condition within fifteen (15) days after the date on which it receives such notice (the “Remedial Period”), and (3) Executive actually terminates employment within thirty (30) days after the expiration of the Remedial Period and before the Company remedies such condition. (d) Subject to Section 3.3(b), Severance Payments to which Executive becomes entitled under Sections 5(d)(i3.3(a)(i) and (ii) above shall be reduced by made to Executive in approximately equal installments through the amount Company’s regularly scheduled payroll during the twelve (12) or, if applicable, eighteen (18) month period immediately following Executive’s date of termination. Severance Payments shall commence on the first regularly scheduled payroll date following the date on which Executive’s Release becomes effective; provided, however, that if the maximum period during which Executive can consider and revoke the Release begins in one calendar year and ends in the subsequent calendar year, payments shall not be made or commence to be made until the later of the CIC Bonus actually effective date of Executive’s Release and the first business day of such subsequent calendar year, regardless of when Executive’s Release becomes effective. The first such Severance Payment shall include payment of all amounts that otherwise would have been paid under Sections 3.3(a)(i) and (ii) prior to Executive under such date had such payments commenced as of the first regularly scheduled payroll date occurring immediately after Executive’s date of termination, and any payments made thereafter shall continue as provided herein. Notwithstanding the foregoing, if any payments and benefits payable pursuant to Section 3(b3.3(a) constitute a “deferral of this Agreementcompensation” subject to Code Section 409A (after taking into account, to the maximum extent possible, any applicable exemptions), then the applicable provisions of Section 13 shall apply.

Termination of Employment Without Cause or for Good Reason. (a) If (1) the Employment Period ends pursuant to Section 4 hereof on account of a Termination Company terminates Executive’s employment without Cause or a Termination by (2) Executive resigns for Good Reason, the then Executive shall be entitled to receive the followingfollowing termination payments and benefits; provided, however, that this Section 3.3 shall not apply to, and shall have no effect in addition connection with, any termination to the Accrued Benefits described above, subject to the existence which Section 3.2 of an Effective Release of Claims: this Agreement applies: (i) a lump sum payment an amount equal to five times the amount of the highest rate of Base six (6) months’ Salary paid to Executive at any time, to be paid within sixty (60) days of the effective date of the termination of Executive’s employment, except as provided below, (ii) a lump sum payment equal to five times the average of the three (3) highest years of Annual Bonus Compensation Executive has received at any time, to be paid within sixty (60) days of the effective date of the termination of Executive’s employment, except as provided below, (iii) any accumulations and benefits to which Executive is entitled under the Nonqualified Supplemental Retirement Benefit Plan and the Nonqualified Deferred Compensation Plan, to be paid in accordance with the terms of such plans, (iv) continued participation by Executive and his spouse in the Company’s medical, dental and vision health plan, at the Company’s expense, until Executive dies rate in effect immediately prior to termination (or, if later, until his surviving spouse dies, to be effective immediately upon the effective date of the termination of Executive’s employment, and subject to any elections necessary by the Executive or Executive’s spouse to effect such continuation, (v) continued participation by each of Executive’s dependent children in the Company’s medical, dental and vision health plan, at the Company’s expense, until each child is no longer a dependent, as defined by the applicable plan, to be effective immediately upon the effective date of the termination of Executive’s employment, and subject to any elections necessary terminates employment for such dependents to effect such continuation, (vi) immediate vesting of Executive’s existing unvested equity awards as of the effective date of the termination of Executive’s employment, and (vii) at the Executive’s option, the Company shall transfer to the Executive the ownership of any and all life insurance policies insuring the Executive’s life that the Company has purchased and the Executive shall thereafter be liable for all payments due on such policies, to be effective within sixty (60) days of the effective date of the termination of Executive’s employment. For purposes of the payments due Executive under Section 5(d) (i) and (ii), if the sixty (60) day period following the effective date of the termination of Executive’s employment begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year. If the Company's obligations under Sections 5(d) (iv) and/or (v) would violate the nondiscrimination rules applicable to non-grandfathered plans under the ACA, or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform Sections 5(d) (iv) and/or (v) in a manner as is necessary to comply with the ACA. Notwithstanding any other provision of this Section 5(d), if Executive’s employment terminates Good Reason due to a Termination by material reduction in Executive’s then-in-effect base Salary, immediately prior to such reduction); provided, however, that in the Company without Cause or a Termination by Executive for Good Reason upon or event such termination occurs within six twelve (612) months following a Change in Control, such amount shall be equal to twelve (12) months’ Salary, such amount payable to Executive in accordance with the terms below; (ii) in the event such termination occurs within twelve (12) months following a Change in Control, an amount equal to Executive’s target bonus for the calendar year in which such termination occurs, such amount pro-rated for the number of full months worked in such calendar year prior to termination and payable to Executive in accordance with the terms below; (iii) if Executive and his spouse and eligible children are entitled to, and timely (and properly) elect to, continue their coverage (or the coverage of any one of them) under the Company’s group health plans pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”), the Company shall pay the premiums (or reimburse Executive for any premiums paid by Executive (or Executive’s spouse or eligible children)) for such COBRA continuation coverage for a period of six (6) months following the last day of the month containing Executive’s date of termination (“COBRA Continuation Date”) or until Executive is no longer entitled to COBRA continuation coverage under the Company’s group health plans, whichever period is shorter; provided, however, that in the event such termination occurs within twelve (12) months following a Change in Control, such COBRA continuation coverage shall be for a period of twelve (12) months following the COBRA Continuation Date or until Executive is no longer entitled to COBRA continuation coverage under the group health plans of the Company or, if applicable, those of a Successor Company, whichever period is shorter. Notwithstanding the foregoing or any other provision in this Agreement to the contrary, the Company may unilaterally amend this Section 3.3(a)(iii) or eliminate the benefit provided hereunder to the extent it deems necessary to avoid the imposition of excise taxes, penalties or similar charges on the Company or any of its subsidiaries or affiliates, including, without limitation, under Section 4980D of the Code; (iv) in the event such termination occurs within twelve (12) months following a Change in Control, full acceleration of Executive’s then unvested equity awards that vest based on continued employment or service; provided, however, that the amount due foregoing acceleration shall apply only to equity awards granted on or after the effective date of the Prior Agreement (the payments and benefits set forth in Section 3.3(a)(i)-(iv) are collectively referred to herein as “Severance Payments”); and (v) unpaid Salary earned through the date of termination and unused vacation that has accrued and would be payable under the Company’s standard policy (collectively, the “Accrued Obligations”), payable in a lump sum on the next regularly scheduled payroll date following the date on which Executive’s employment terminated. (b) As a condition to receiving the payments and benefits under this Section 3.3 other than the Accrued Obligations, Executive must timely execute (and not revoke within the applicable revocation period specified therein) a general release and waiver of all claims against the Company, which release and waiver shall be in a form acceptable to the Company, and in substantially the form attached hereto as Appendix B (the “Release”). To be timely, the Release must become effective (i.e., Executive must have executed the Release and any revocation period must have expired without Executive’s revoking the Release) no later than sixty (60) days (or such earlier date specified in the Release) after Executive’s date of termination (the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, Executive will not have any right or entitlement to any of the Severance Payments described in this Section 3.3. In addition, payment of the amounts and benefits under this Section 3.3 is contingent on Executive’s full and continued compliance with the Company’s Proprietary Information and Inventions Agreement, as the same may be amended from time to time. (c) Notwithstanding the foregoing, termination of employment by Executive will not be for Good Reason unless (1) Executive notifies the Company in writing of the existence of the condition that Executive believes constitutes Good Reason within thirty (30) days of the initial existence of such condition (which notice specifically identifies such condition), (2) the Company fails to remedy such condition within thirty (30) days after the date on which it receives such notice (the “Remedial Period”), and (3) Executive actually terminates employment within thirty (30) days after the expiration of the Remedial Period and before the Company remedies such condition. (d) Subject to Section 3.3(b), Severance Payments to which Executive becomes entitled under Sections 5(d)(i3.3(a)(i) and (ii) above shall be reduced by made to Executive in approximately equal installments through the amount Company’s regularly scheduled payroll during the six (6) or, if applicable, twelve (12) month period immediately following Executive’s date of termination. Severance Payments shall commence on the first regularly scheduled payroll date following the date on which Executive’s Release becomes effective; provided, however, that if the maximum period during which Executive can consider and revoke the Release begins in one calendar year and ends in the subsequent calendar year, payments shall not be made or commence to be made until the later of the CIC Bonus actually effective date of Executive’s Release and the first business day of such subsequent calendar year, regardless of when Executive’s Release becomes effective. The first such Severance Payment shall include payment of all amounts that otherwise would have been paid under Sections 3.3(a)(i) and (ii) prior to Executive under such date had such payments commenced as of the first regularly scheduled payroll date occurring immediately after Executive’s date of termination, and any payments made thereafter shall continue as provided herein. Notwithstanding the foregoing, if any payments and benefits payable pursuant to Section 3(b3.3(a) constitute a “deferral of this Agreementcompensation” subject to Code Section 409A (after taking into account, to the maximum extent possible, any applicable exemptions), then the applicable provisions of Section 13 shall apply.

Termination of Employment Without Cause or for Good Reason. If Notwithstanding anything herein to the Employment Period ends pursuant to Section 4 hereof on account of a Termination contrary, this Agreement may be terminated by the Company or the Executive, at any time, with or without Cause or a Termination Good Reason. In the event that the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason, the Executive shall be entitled to receive the following, in addition to the Accrued Benefits described above, subject to the existence of an Effective Release of Claims: (i) the Severance Benefit; (ii)(A) a pro rata portion of any performance-based bonus(es) (as set forth in Section 3(d)) to which the Executive would have been entitled to receive but for his termination of employment, to be evaluated on the same factors and to be paid at the same time as any similar bonus(es) awarded to other officers of the Company, plus (B) all or any portion of the Executive’s discretionary-based bonus(es), as determined in the sole discretion of the Compensation Committee, to which the Executive would have been entitled to receive but for his termination of employment; (iii) immediate vesting of any Shares granted to the Executive during the course of the Executive's employment (including, but not limited to, any Shares granted under this Agreement), without regard to any other terms or conditions governing such vesting, provided that, any equity awards subject to performance-based vesting criteria shall vest as if target-level performance had been achieved; and (iv) pre-payment of the remaining lease term of Executive's Company vehicle and use of such vehicle through the remaining lease term of such vehicle, along with a lump sum payment equal to five times the amount Executive of the highest rate of Base Salary paid to Executive at any time, to estimated insurance premiums for such vehicle through the remaining lease term. The Severance Benefit shall be paid within sixty (60) days of the effective date of the termination of Executive’s employment, except as provided below, (ii) a lump sum payment equal to five times the average of the three (3) highest years of Annual Bonus Compensation Executive has received at any time, to be paid within sixty (60) days of the effective date of the termination of Executive’s employment, except as provided below, (iii) any accumulations and benefits to which Executive is entitled under the Nonqualified Supplemental Retirement Benefit Plan and the Nonqualified Deferred Compensation Plan, to be paid in accordance with the terms of such plans, (iv) continued participation by Executive and his spouse in the Company’s medical, dental and vision health plan, at the Company’s expense, until Executive dies or, if later, until his surviving spouse dies, to be effective immediately upon the effective date of the termination of Executive’s employment, and subject to any elections necessary by the Executive or Executive’s spouse to effect such continuation, (v) continued participation by each of Executive’s dependent children in the Company’s medical, dental and vision health plan, at the Company’s expense, until each child is no longer a dependent, as defined by the applicable plan, to be effective immediately upon the effective date of the termination of Executive’s employment, and subject to any elections necessary for such dependents to effect such continuation, (vi) immediate vesting of Executive’s existing unvested equity awards as of the effective date of the termination of Executive’s employment, and (vii) at the Executive’s option, the Company shall transfer to the Executive no later than the ownership forty-fifth (45th) day immediately following the Executive's "separation from service" (as defined under the Code, provided the Executive first executes a release of any and all life insurance policies insuring the Executive’s life that claims against the Company has purchased (set forth in Section 4(f), below) and the revocation period specified therein has expired without the Executive shall thereafter be liable for all payments due on revoking such policies, to be effective within sixty (60) days of the effective date of the termination of Executive’s employmentrelease. For purposes of the payments due Executive under Section 5(d) (i) and (ii)However, if the sixty such forty-five (6045) day period following the effective date straddles two (2) taxable years of the termination of Executive’s employment begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year. If the Company's obligations under Sections 5(d) (iv) and/or (v) would violate the nondiscrimination rules applicable to non-grandfathered plans under the ACA, or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform Sections 5(d) (iv) and/or (v) in a manner as is necessary to comply with the ACA. Notwithstanding any other provision of this Section 5(d), if Executive’s employment terminates due to a Termination by the Company without Cause or a Termination by Executive for Good Reason upon or within six (6) months following a Change in Control, then the amount due Executive under Sections 5(d)(i) and (ii) above Company shall be reduced by pay the amount Severance Benefit in the second of such taxable years, regardless of the CIC Bonus taxable year in which the Executive actually paid to Executive under Section 3(b) delivers the executed release of this Agreementclaims.

Termination of Employment Without Cause or for Good Reason. (a) If (1) the Employment Period ends pursuant to Section 4 hereof on account of a Termination Company terminates Executive’s employment without Cause or a Termination by (2) Executive resigns for Good Reason, the then Executive shall be entitled to receive the followingfollowing termination payments and benefits; provided, however, that this Section 3.3 shall not apply to, and shall have no effect in addition connection with, any termination to the Accrued Benefits described above, subject to the existence which Section 3.2 of an Effective Release of Claims: this Agreement applies: (i) a lump sum payment an amount equal to five times the amount of the highest rate of Base six (6) months’ Salary paid to Executive at any time, to be paid within sixty (60) days of the effective date of the termination of Executive’s employment, except as provided below, (ii) a lump sum payment equal to five times the average of the three (3) highest years of Annual Bonus Compensation Executive has received at any time, to be paid within sixty (60) days of the effective date of the termination of Executive’s employment, except as provided below, (iii) any accumulations and benefits to which Executive is entitled under the Nonqualified Supplemental Retirement Benefit Plan and the Nonqualified Deferred Compensation Plan, to be paid in accordance with the terms of such plans, (iv) continued participation by Executive and his spouse in the Company’s medical, dental and vision health plan, at the Company’s expense, until Executive dies rate in effect immediately prior to termination (or, if later, until his surviving spouse dies, to be effective immediately upon the effective date of the termination of Executive’s employment, and subject to any elections necessary by the Executive or Executive’s spouse to effect such continuation, (v) continued participation by each of Executive’s dependent children in the Company’s medical, dental and vision health plan, at the Company’s expense, until each child is no longer a dependent, as defined by the applicable plan, to be effective immediately upon the effective date of the termination of Executive’s employment, and subject to any elections necessary terminates employment for such dependents to effect such continuation, (vi) immediate vesting of Executive’s existing unvested equity awards as of the effective date of the termination of Executive’s employment, and (vii) at the Executive’s option, the Company shall transfer to the Executive the ownership of any and all life insurance policies insuring the Executive’s life that the Company has purchased and the Executive shall thereafter be liable for all payments due on such policies, to be effective within sixty (60) days of the effective date of the termination of Executive’s employment. For purposes of the payments due Executive under Section 5(d) (i) and (ii), if the sixty (60) day period following the effective date of the termination of Executive’s employment begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year. If the Company's obligations under Sections 5(d) (iv) and/or (v) would violate the nondiscrimination rules applicable to non-grandfathered plans under the ACA, or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform Sections 5(d) (iv) and/or (v) in a manner as is necessary to comply with the ACA. Notwithstanding any other provision of this Section 5(d), if Executive’s employment terminates Good Reason due to a Termination by material reduction in Executive’s then-in-effect base Salary, immediately prior to such reduction); provided, however, that in the Company without Cause or a Termination by Executive for Good Reason upon or event such termination occurs within six twelve (612) months following a Change in Control, such amount shall be equal to twelve (12) months’ Salary, such amount payable to Executive in accordance with the terms below; (ii) in the event such termination occurs within twelve (12) months following a Change in Control, an amount equal to Executive’s target bonus for the calendar year in which such termination occurs, such amount pro-rated for the number of full months worked in such calendar year prior to termination and payable to Executive in accordance with the terms below; (iii) if Executive and his spouse and eligible children are entitled to, and timely (and properly) elect to, continue their coverage (or the coverage of any one of them) under the Company’s group health plans pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”), the Company shall pay the premiums (or reimburse Executive for any premiums paid by Executive (or Executive’s spouse or eligible children)) for such COBRA continuation coverage for a period of six (6) months following the last day of the month containing Executive’s date of termination (“COBRA Continuation Date”) or until Executive is no longer entitled to COBRA continuation coverage under the Company’s group health plans, whichever period is shorter; provided, however, that in the event such termination occurs within twelve (12) months following a Change in Control, such COBRA continuation coverage shall be for a period of twelve (12) months following the COBRA Continuation Date or until Executive is no longer entitled to COBRA continuation coverage under the group health plans of the Company or, if applicable, those of a Successor Company, whichever period is shorter. Notwithstanding the foregoing or any other provision in this Agreement to the contrary, the Company may unilaterally amend this Section 3.3(a)(iii) or eliminate the benefit provided hereunder to the extent it deems necessary to avoid the imposition of excise taxes, penalties or similar charges on the Company or any of its subsidiaries or affiliates, including, without limitation, under Section 4980D of the Code; (iv) in the event such termination occurs within twelve (12) months following a Change in Control, full acceleration of Executive’s then unvested equity awards that vest based on continued employment or service; provided, however, that the amount due foregoing acceleration shall apply only to equity awards granted on or after the effective date of the First Employment Agreement (the payments and benefits set forth in Section 3.3(a)(i)-(iv) are collectively referred to herein as “Severance Payments”); and (v) unpaid Salary earned through the date of termination and unused vacation that has accrued and would be payable under the Company’s standard policy (collectively, the “Accrued Obligations”), payable in a lump sum on the next regularly scheduled payroll date following the date on which Executive’s employment terminated. (b) As a condition to receiving the payments and benefits under this Section 3.3 other than the Accrued Obligations, Executive must timely execute (and not revoke within the applicable revocation period specified therein) a general release and waiver of all claims against the Company, which release and waiver shall be in a form acceptable to the Company, and in substantially the form attached hereto as Appendix B (the “Release”). To be timely, the Release must become effective (i.e., Executive must have executed the Release and any revocation period must have expired without Executive’s revoking the Release) no later than sixty (60) days (or such earlier date specified in the Release) after Executive’s date of termination (the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, Executive will not have any right or entitlement to any of the Severance Payments described in this Section 3.3. In addition, payment of the amounts and benefits under this Section 3.3 is contingent on Executive’s full and continued compliance with the Company’s Proprietary Information and Inventions Agreement, as the same may be amended from time to time. (c) Notwithstanding the foregoing, termination of employment by Executive will not be for Good Reason unless (1) Executive notifies the Company in writing of the existence of the condition that Executive believes constitutes Good Reason within thirty (30) days of the initial existence of such condition (which notice specifically identifies such condition), (2) the Company fails to remedy such condition within thirty (30) days after the date on which it receives such notice (the “Remedial Period”), and (3) Executive actually terminates employment within thirty (30) days after the expiration of the Remedial Period and before the Company remedies such condition. (d) Subject to Section 3.3(b), Severance Payments to which Executive becomes entitled under Sections 5(d)(i3.3(a)(i) and (ii) above shall be reduced by made to Executive in approximately equal installments through the amount Company’s regularly scheduled payroll during the six (6) or, if applicable, twelve (12) month period immediately following Executive’s date of termination. Severance Payments shall commence on the first regularly scheduled payroll date following the date on which Executive’s Release becomes effective; provided, however, that if the maximum period during which Executive can consider and revoke the Release begins in one calendar year and ends in the subsequent calendar year, payments shall not be made or commence to be made until the later of the CIC Bonus actually effective date of Executive’s Release and the first business day of such subsequent calendar year, regardless of when Executive’s Release becomes effective. The first such Severance Payment shall include payment of all amounts that otherwise would have been paid under Sections 3.3(a)(i) and (ii) prior to Executive under such date had such payments commenced as of the first regularly scheduled payroll date occurring immediately after Executive’s date of termination, and any payments made thereafter shall continue as provided herein. Notwithstanding the foregoing, if any payments and benefits payable pursuant to Section 3(b3.3(a) constitute a “deferral of this Agreementcompensation” subject to Code Section 409A (after taking into account, to the maximum extent possible, any applicable exemptions), then the applicable provisions of Section 13 shall apply.

Termination of Employment Without Cause or for Good Reason. If the Employment Period ends pursuant to Section 4 hereof on account of a Termination without Cause or a Termination by Executive for Good Reason, the Executive shall be entitled to receive the following, in addition to the Accrued Benefits described above, subject to the existence of an Effective Release of Claims: (i) a lump sum payment equal to five times the amount of the highest rate of Base Salary paid to Executive at any time, to be paid within sixty (60) days of the effective date of the termination of Executive’s employment, except as provided below, (ii) a lump sum payment equal to five times the average of the three (3) highest years of Annual Bonus Compensation Executive has received at any time, to be paid within sixty (60) days of the effective date of the termination of Executive’s employment, except as provided below, (iii) any accumulations and benefits to which Executive is entitled under the Nonqualified Supplemental Retirement Benefit Plan and the Nonqualified Deferred Compensation Plan, to be paid in accordance with the terms of such plans, (iv) continued participation by Executive and his spouse in the Company’s medical, dental and vision health plan, at the Company’s expense, until Executive dies or, if later, until his surviving spouse dies, to be effective immediately upon the effective date of the termination of Executive’s employment, and subject to any elections necessary by the Executive or Executive’s spouse to effect such continuation, and (v) continued participation by each of Executive’s dependent children in the Company’s medical, dental and vision health plan, at the Company’s expense, until each child is no longer a dependent, as defined by the applicable plan, to be effective immediately upon the effective date of the termination of Executive’s employment, and subject to any elections necessary for such dependents to effect such continuation, (vi) immediate vesting of Executive’s existing unvested equity awards as of the effective date of the termination of Executive’s employment, and (vii) at the Executive’s option, the Company shall transfer to the Executive the ownership of any and all life insurance policies insuring the Executive’s life that the Company has purchased and the Executive shall thereafter be liable for all payments due on such policies, to be effective within sixty (60) days of the effective date of the termination of Executive’s employment. For purposes of the payments due Executive under Section 5(d) (i) and (ii), if the sixty (60) day period following the effective date of the termination of Executive’s employment begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year. If the Company's obligations under Sections Section 5(d) (iv) and/or (v) would violate the nondiscrimination rules applicable to non-grandfathered plans under the ACA, or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform Sections Section 5(d) (iv) and/or (v) in a manner as is necessary to comply with the ACA. Notwithstanding any other provision of this Section 5(d), if Executive’s employment terminates due to a Termination by the Company without Cause or a Termination by Executive for Good Reason upon or within six (6) months following a Change in Control, then the amount due Executive under Sections 5(d)(i) and (ii) above shall be reduced by the amount of the CIC Bonus actually paid to Executive under Section 3(b) of this Agreement.

Termination of Employment Without Cause or for Good Reason. (a) If (1) the Employment Period ends pursuant to Section 4 hereof on account of a Termination Company terminates Executive’s employment without Cause or a Termination by (2) Executive resigns for Good Reason, the then Executive shall be entitled to receive the followingfollowing termination payments and benefits; provided, however, that this Section 3.3 shall not apply to, and shall have no effect in addition connection with, any termination to the Accrued Benefits described above, subject to the existence which Section 3.2 of an Effective Release of Claims: this Agreement applies: (i) a lump sum payment an amount equal to five times the amount of the highest rate of Base six (6) months’ Salary paid to Executive at any time, to be paid within sixty (60) days of the effective date of the termination of Executive’s employment, except as provided below, (ii) a lump sum payment equal to five times the average of the three (3) highest years of Annual Bonus Compensation Executive has received at any time, to be paid within sixty (60) days of the effective date of the termination of Executive’s employment, except as provided below, (iii) any accumulations and benefits to which Executive is entitled under the Nonqualified Supplemental Retirement Benefit Plan and the Nonqualified Deferred Compensation Plan, to be paid in accordance with the terms of such plans, (iv) continued participation by Executive and his spouse in the Company’s medical, dental and vision health plan, at the Company’s expense, until Executive dies rate in effect immediately prior to termination (or, if later, until his surviving spouse dies, to be effective immediately upon the effective date of the termination of Executive’s employment, and subject to any elections necessary by the Executive or Executive’s spouse to effect such continuation, (v) continued participation by each of Executive’s dependent children in the Company’s medical, dental and vision health plan, at the Company’s expense, until each child is no longer a dependent, as defined by the applicable plan, to be effective immediately upon the effective date of the termination of Executive’s employment, and subject to any elections necessary terminates employment for such dependents to effect such continuation, (vi) immediate vesting of Executive’s existing unvested equity awards as of the effective date of the termination of Executive’s employment, and (vii) at the Executive’s option, the Company shall transfer to the Executive the ownership of any and all life insurance policies insuring the Executive’s life that the Company has purchased and the Executive shall thereafter be liable for all payments due on such policies, to be effective within sixty (60) days of the effective date of the termination of Executive’s employment. For purposes of the payments due Executive under Section 5(d) (i) and (ii), if the sixty (60) day period following the effective date of the termination of Executive’s employment begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year. If the Company's obligations under Sections 5(d) (iv) and/or (v) would violate the nondiscrimination rules applicable to non-grandfathered plans under the ACA, or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform Sections 5(d) (iv) and/or (v) in a manner as is necessary to comply with the ACA. Notwithstanding any other provision of this Section 5(d), if Executive’s employment terminates Good Reason due to a Termination by material reduction in Executive’s then-in-effect base Salary, immediately prior to such reduction); provided, however, that in the Company without Cause or a Termination by Executive for Good Reason upon or event such termination occurs within six twelve (612) months following a Change in Control, such amount shall be equal to twelve (12) months’ Salary, such amount payable to Executive in accordance with the terms below; (ii) in the event such termination occurs within twelve (12) months following a Change in Control, an amount equal to Executive’s target bonus for the calendar year in which such termination occurs, such amount pro-rated for the number of full months worked in such calendar year prior to termination and payable to Executive in accordance with the terms below; (iii) if Executive and his spouse and eligible children are entitled to, and timely (and properly) elect to, continue their coverage (or the coverage of any one of them) under the Company’s group health plans pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”), the Company shall pay the premiums (or reimburse Executive for any premiums paid by Executive (or Executive’s spouse or eligible children)) for such COBRA continuation coverage for a period of six (6) months following the last day of the month containing Executive’s date of termination (“COBRA Continuation Date”) or until Executive is no longer entitled to COBRA continuation coverage under the Company’s group health plans, whichever period is shorter; provided, however, that in the event such termination occurs within twelve (12) months following a Change in Control, such COBRA continuation coverage shall be for a period of twelve (12) months following the COBRA Continuation Date or until Executive is no longer entitled to COBRA continuation coverage under the group health plans of the Company or, if applicable, those of a Successor Company, whichever period is shorter. Notwithstanding the foregoing or any other provision in this Agreement to the contrary, the Company may unilaterally amend this Section 3.3(a)(iii) or eliminate the benefit provided hereunder to the extent it deems necessary to avoid the imposition of excise taxes, penalties or similar charges on the Company or any of its subsidiaries or affiliates, including, without limitation, under Section 4980D of the Code; (iv) in the event such termination occurs within twelve (12) months following a Change in Control, full acceleration of Executive’s then unvested equity awards that vest based on continued employment or service (the amount due payments and benefits set forth in Section 3.3(a)(i)-(iv) are collectively referred to herein as “Severance Payments”); and (v) unpaid Salary earned through the date of termination and unused vacation that has accrued and would be payable under the Company’s standard policy (collectively, the “Accrued Obligations”), payable in a lump sum on the next regularly scheduled payroll date following the date on which Executive’s employment terminated. (b) As a condition to receiving the payments and benefits under this Section 3.3 other than the Accrued Obligations, Executive must timely execute (and not revoke within the applicable revocation period specified therein) a general release and waiver of all claims against the Company, which release and waiver shall be in a form acceptable to the Company, and in substantially the form attached hereto as Appendix B (the “Release”). To be timely, the Release must become effective (i.e., Executive must have executed the Release and any revocation period must have expired without Executive’s revoking the Release) no later than sixty (60) days (or such earlier date specified in the Release) after Executive’s date of termination (the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, Executive will not have any right or entitlement to any of the Severance Payments described in this Section 3.3. In addition, payment of the amounts and benefits under this Section 3.3 is contingent on Executive’s full and continued compliance with the Company’s Proprietary Information and Inventions Agreement, as the same may be amended from time to time. (c) Notwithstanding the foregoing, termination of employment by Executive will not be for Good Reason unless (1) Executive notifies the Company in writing of the existence of the condition that Executive believes constitutes Good Reason within thirty (30) days of the initial existence of such condition (which notice specifically identifies such condition), (2) the Company fails to remedy such condition within thirty (30) days after the date on which it receives such notice (the “Remedial Period”), and (3) Executive actually terminates employment within thirty (30) days after the expiration of the Remedial Period and before the Company remedies such condition. (d) Subject to Section 3.3(b), Severance Payments to which Executive becomes entitled under Sections 5(d)(i3.3(a)(i) and (ii) above shall be reduced by made to Executive in approximately equal installments through the amount Company’s regularly scheduled payroll during the six (6) or, if applicable, twelve (12) month period immediately following Executive’s date of termination. Severance Payments shall commence on the first regularly scheduled payroll date following the date on which Executive’s Release becomes effective; provided, however, that if the maximum period during which Executive can consider and revoke the Release begins in one calendar year and ends in the subsequent calendar year, payments shall not be made or commence to be made until the later of the CIC Bonus actually effective date of Executive’s Release and the first business day of such subsequent calendar year, regardless of when Executive’s Release becomes effective. The first such Severance Payment shall include payment of all amounts that otherwise would have been paid under Sections 3.3(a)(i) and (ii) prior to Executive under such date had such payments commenced as of the first regularly scheduled payroll date occurring immediately after Executive’s date of termination, and any payments made thereafter shall continue as provided herein. Notwithstanding the foregoing, if any payments and benefits payable pursuant to Section 3(b3.3(a) constitute a “deferral of this Agreementcompensation” subject to Code Section 409A (after taking into account, to the maximum extent possible, any applicable exemptions), then the applicable provisions of Section 13 shall apply.

Termination of Employment Without Cause or for Good Reason. If the Employment Period ends pursuant (a) Subject to Section 4 hereof on account of a Termination 3.3(b), if during the Term, (i) the Company terminates Employee’s employment without Cause (as defined in Appendix A) or a Termination by Executive (ii) Employee resigns for Good ReasonReason (as defined in Appendix A), the Executive then Employee shall be entitled to receive the followingfollowing termination payments and benefits; provided, however, that this Section 3.3 shall not apply to, and shall have no effect in addition connection with, any termination to which Section 3.2 of this Agreement applies: (1) payment of Base Salary for a period equal to the Accrued Benefits described abovegreater of (x) three (3) months and (y) the remainder of the Term, subject whichever the case may be (as applicable, the “Continuation Period”), such amount payable to Employee at the rate in effect immediately prior to termination (or, if Employee terminates employment for Good Reason due to a material reduction in Employee’s then-in-effect base salary, immediately prior to such reduction) in approximately equal installments through the Company’s regularly scheduled payroll during the Continuation Period; (2) full acceleration of vesting of the Time-Vested Option; (3) an amount equal to Employee’s target Bonus, pro-rated for the number of full months worked during the Term prior to termination of employment and payable to Employee in approximately equal installments through the Company’s regularly scheduled payroll during the Continuation Period; (4) if Employee and his spouse and eligible children are entitled to, and timely (and properly) elect to, continue their coverage (or the coverage of any one of them) under the Company’s group health plans pursuant to Section 4980B of the Code (“COBRA”), Company-paid premiums (or reimbursement to Employee for any premiums paid by Employee (or Employee’s spouse or eligible children)) for such COBRA continuation coverage for a period equal to the existence Continuation Period, beginning on the last day of an Effective Release the month containing Employee’s date of Claims: termination (i“COBRA Continuation Date”) or until Employee is no longer entitled to COBRA continuation coverage under the Company’s group health plans, whichever period is shorter. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, the Company may unilaterally amend this Section 3.3(a)(4) or eliminate the benefit provided hereunder to the extent it deems necessary to avoid the imposition of excise taxes, penalties or similar charges on the Company or any of its subsidiaries or affiliates, including, without limitation, under Section 4980D of the Code (the payments and benefits set forth in Section 3.3(a)(1)-(4) are collectively referred to herein as “Severance Payments”); and (5) the Accrued Obligations, payable in a lump sum payment equal on the next regularly scheduled payroll date following the date on which Employee’s employment terminated. (b) As a condition to five times receiving the amount payments and benefits under this Section 3.3, other than the Accrued Obligations, Employee must timely execute (and not revoke within the applicable revocation period specified therein) a general release and waiver of all claims against the highest rate of Base Salary paid Company, which release and waiver shall be in a form acceptable to Executive at the Company (the “Release”). To be timely, the Release must become effective (i.e., Employee must have executed the Release and any time, to be paid within revocation period must have expired without Employee’s revoking the Release) no later than sixty (60) days (or such earlier date specified in the Release) after Employee’s date of termination (the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, Employee will not have any right or entitlement to any of the effective Severance Payments described in this Section 3.3. Severance Payments shall begin on the first regularly scheduled payroll date of following the termination of Executivedate on which the Employee’s employmentRelease becomes effective. Such initial installment shall include all Severance Payments that would have been made prior to such date, except as provided belowbut for the obligation to execute a Release, (ii) a lump sum payment equal to five times the average of the three (3) highest years of Annual Bonus Compensation Executive has received at any time, to be paid within sixty (60) days of the effective date of the termination of Executive’s employment, except as provided below, (iii) any accumulations and benefits to which Executive is entitled under the Nonqualified Supplemental Retirement Benefit Plan and the Nonqualified Deferred Compensation Plan, with all remaining Severance Payments to be paid in accordance with the terms of such plans, (iv) continued participation by Executive and his spouse in the Company’s medical, dental and vision health plan, at payroll policies. Notwithstanding the Company’s expense, until Executive dies or, if later, until his surviving spouse dies, to be effective immediately upon the effective date of the termination of Executive’s employment, and subject to any elections necessary by the Executive or Executive’s spouse to effect such continuation, (v) continued participation by each of Executive’s dependent children in the Company’s medical, dental and vision health plan, at the Company’s expense, until each child is no longer a dependent, as defined by the applicable plan, to be effective immediately upon the effective date of the termination of Executive’s employment, and subject to any elections necessary for such dependents to effect such continuation, (vi) immediate vesting of Executive’s existing unvested equity awards as of the effective date of the termination of Executive’s employment, and (vii) at the Executive’s option, the Company shall transfer to the Executive the ownership of any and all life insurance policies insuring the Executive’s life that the Company has purchased and the Executive shall thereafter be liable for all payments due on such policies, to be effective within sixty (60) days of the effective date of the termination of Executive’s employment. For purposes of the payments due Executive under Section 5(d) (i) and (ii)foregoing, if the sixty (60) day maximum period following during which Employee can consider and revoke the effective date of the termination of Executive’s employment Release begins in one taxable calendar year and ends in another taxable the subsequent calendar year, payment then the initial installment of Severance Payments shall not be made until the beginning first regularly scheduled payroll date occurring after the later of (i) the second taxable year. If the Company's obligations under Sections 5(d) (iv) and/or (v) would violate the nondiscrimination rules applicable to non-grandfathered plans under the ACA, or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform Sections 5(d) (iv) and/or (v) in a manner as is necessary to comply with the ACA. Notwithstanding any other provision of this Section 5(d), if Executivedate Employee’s employment terminates due to a Termination by the Company without Cause or a Termination by Executive for Good Reason upon or within six (6) months following a Change in Control, then the amount due Executive under Sections 5(d)(i) Release becomes effective and (ii) above shall be reduced by the amount first day of the CIC Bonus actually paid to Executive subsequent calendar year. Payment of the amounts and benefits under this Section 3(b) 3.3 are contingent on Employee’s full and continued compliance with the provisions of this AgreementSection 4.

Termination of Employment Without Cause or for Good Reason. (a) If (1) the Employment Period ends pursuant to Section 4 hereof on account of a Termination Company terminates Executive’s employment without Cause Cause, or a Termination by (2) Executive resigns for Good Reason, before Executive completes twelve (12) months of consecutive work for the Company (as measured from the Effective Date of this Agreement), then Executive shall be entitled to receive the followingbelow termination payments and benefits; provided, however, that this Section 3.4(a) shall not apply to, and shall have no effect in connection with, any termination to which Section 3.2 or Section 3.3 of this Agreement applies: (i) any Accrued Obligations, payable in a lump sum on the next regularly scheduled payroll date following the date on which Executive’s employment terminated; (ii) COBRA continuation coverage for Executive and his eligible dependents paid in full by the Company, so long as Executive has not become actually covered by the medical plan of a subsequent employer during any such month and is otherwise entitled to COBRA continuation coverage, with such payments for up to a maximum of six (6) months following the date of termination. After such period, Executive is responsible for paying the full cost for any additional COBRA continuation coverage to which Executive is then entitled; (iii) payment of the second installment of the Signing Bonus described in Section 2.2 of this Agreement, in addition a gross amount of Two Hundred Fifty Thousand dollars ($250,000.00), within thirty (30) days from the date on which Executive’s employment terminated; provided that, no payment shall be due under this Section 3.4 (a)(iii) if the Company has already paid the second installment of the Signing Bonus to Executive by the time of his separation from employment; (iv) full accelerated vesting of any unvested outstanding Initial Option or Initial RSUs granted to Executive under Section 2.3(a) or Section 2.3(b) of this Agreement; and (v) an extension of the time period during which Executive may exercise Executive's then outstanding and vested Initial Option (taking into account the accelerated vesting provided in this Section 3.4(a)), until the earlier of (A) twelve (12) months from the date of termination, or (B) the latest date upon which such Initial Option would have expired by its original terms under any circumstances. (b) If (1) the Company terminates Executive’s employment without Cause, or (2) Executive resigns for Good Reason on or after Executive completes twelve (12) months of consecutive work for the Company (as measured from the Effective Date of this Agreement), then Executive shall be entitled to receive the below termination payments and benefits; provided, however, that this Section 3.4(b) shall not apply to, and shall have no effect in connection with, any termination to which Section 3.2 or Section 3.3 of this Agreement applies: (i) any Accrued Obligations, payable in a lump sum on the next regularly scheduled payroll date following the date on which Executive’s employment terminated; (ii) COBRA continuation coverage for Executive and his eligible dependents paid in full by the Company, so long as Executive has not become actually covered by the medical plan of a subsequent employer during any such month and is otherwise entitled to COBRA continuation coverage, with such payments for up to a maximum of six (6) months following the date of termination. After such period, Executive is responsible for paying the full cost for any additional COBRA continuation coverage to which Executive is then entitled; (iii) an amount equal to six (6) months’ Salary, at the rate in effect immediately prior to termination, payable to Executive in accordance with the terms below (“Severance Payments”); (iv) payment of the second installment of the Signing Bonus described in Section 2.2 of this Agreement, in a gross amount of Two Hundred Fifty Thousand dollars ($250,000.00), within thirty (30) days from the date on which Executive’s employment terminated; provided that, no payment shall be due under this Section 3.4 (b)(iv) if the Company has already paid the second installment of the Signing Bonus to Executive by the time of his separation from employment; (v) full accelerated vesting of any unvested outstanding Initial Option or Initial RSUs granted to Executive under Section 2.3(a) or Section 2.3(b) of this Agreement, and accelerated vesting by an additional twelve (12) months of any other then outstanding equity-based awards that vest based on Executive’s continued employment or service; and (vi) an extension of the time period during which Executive may exercise Executive's then outstanding and vested Initial Option (taking into account the accelerated vesting provided in this Section 3.4(b)), until the earlier of (A) twelve (12) months from the date of termination, or (B) the latest date upon which such Initial Option would have expired by its original terms under any circumstances. (c) As a condition to receiving the payments and benefits under this Section 3.4 other than the Accrued Obligations, Executive shall execute (and not revoke within the applicable revocation period) a general release and waiver of all claims against the Company, which release and waiver shall be in a form mutually acceptable to the Company and Executive. Such release and waiver shall be delivered to the Company no later than the date specified by the Company (which date shall in no event be later than twenty-one (21) days or forty-five (45) days, as applicable, after the date on which Executive is presented with the terms of the release and waiver). In addition, payment of the amounts and benefits under this Section 3.4, other than the Accrued Benefits described aboveObligations, subject are contingent on Executive’s full and continued compliance with the Company’s Confidentiality Agreement, as the same may be amended from time to time. (d) Notwithstanding the foregoing, termination of employment by Executive will not be for Good Reason unless (1) Executive notifies the Company in writing of the existence of an Effective Release of Claims: the condition which Executive believes constitutes Good Reason within thirty (i30) a lump sum payment equal to five times the amount days of the highest rate initial existence of Base Salary such condition (which notice specifically identifies such condition), (2) the Company fails to remedy such condition within thirty (30) days after the date on which it receives such notice (the “Remedial Period”), and (3) Executive actually terminates employment within thirty (30) days after the expiration of the Remedial Period and before the Company remedies such condition. If Executive terminates employment before the expiration of the Remedial Period or after the Company remedies the condition (even if after the end of the Remedial Period), then Executive’s termination will not be considered to be for Good Reason. (e) Subject to Section 3.4(c), Severance Payments under Section 3.4(b)(iii) shall be paid to Executive at any time, to be paid through the Company’s normally scheduled payroll during the six (6) month period commencing within sixty (60) days of following the effective date of the termination of on which Executive’s employmentemployment was terminated without Cause or Executive resigned for Good Reason; provided, except as provided belowhowever, (ii) a lump sum payment equal to five times the average of the three (3) highest years of Annual Bonus Compensation Executive has received at any time, to be paid within sixty (60) days of the effective date of the termination of Executive’s employment, except as provided below, (iii) any accumulations and benefits to which Executive is entitled under the Nonqualified Supplemental Retirement Benefit Plan and the Nonqualified Deferred Compensation Plan, to be paid in accordance with the terms of such plans, (iv) continued participation by Executive and his spouse that in the Company’s medical, dental and vision health plan, at the Company’s expense, until Executive dies or, if later, until his surviving spouse dies, to be effective immediately upon the effective date of the termination of Executive’s employment, and subject to any elections necessary by the Executive or Executive’s spouse to effect event such continuation, (v) continued participation by each of Executive’s dependent children in the Company’s medical, dental and vision health plan, at the Company’s expense, until each child is no longer a dependent, as defined by the applicable plan, to be effective immediately upon the effective date of the termination of Executive’s employment, and subject to any elections necessary for such dependents to effect such continuation, (vi) immediate vesting of Executive’s existing unvested equity awards as of the effective date of the termination of Executive’s employment, and (vii) at the Executive’s option, the Company shall transfer to the Executive the ownership of any and all life insurance policies insuring the Executive’s life that the Company has purchased and the Executive shall thereafter be liable for all payments due on such policies, to be effective within sixty (60) days of the effective date of the termination of Executive’s employment. For purposes of the payments due Executive under Section 5(d) (i) and (ii), if the sixty (60) day period following the effective date of the termination of Executive’s employment begins in one taxable year of Executive and ends in another a second taxable yearyear of Executive, payment the Company shall not be made make any Severance Payments to Executive until the beginning of the second taxable year. If Each such payment shall be treated as a separate payment for purposes of Section 409A of the Company's obligations under Sections 5(d) Internal Revenue Code of 1986, as amended (iv) and/or (v) would violate the nondiscrimination rules applicable to non-grandfathered plans under the ACA, or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder“Code”), including the parties agree to reform Sections 5(d) rules and regulations thereunder (iv) and/or (v) in a manner as is necessary to comply with the ACA“Code Section 409A”). Notwithstanding any other provision of this Section 5(d)the foregoing, if Executive’s employment terminates due any payments and benefits payable pursuant to Section 3.4(b) constitute a Termination by “deferral of compensation” subject to Code Section 409A (after taking into account, to the Company without Cause or a Termination by Executive for Good Reason upon or within six (6) months following a Change in Controlmaximum extent possible, any applicable exemptions), then the amount due Executive under Sections 5(d)(i) and (ii) above applicable provisions of Section 13 hereof shall be reduced by the amount of the CIC Bonus actually paid to Executive under Section 3(b) of this Agreementapply.