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

Termination Without Cause or for Good Reason. In the event of the Executive’s termination of employment by the Company without Cause pursuant to Section 4(a)(iv) or by the Executive for Good Reason pursuant to Section 4(a)(v), in addition to the payments and benefits described in Section 5(a) above, the Company shall, subject to Section 20 and Section 5(c) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c): (i) Continue to pay to the Executive Annual Base Salary during the period beginning on the Date of Termination and ending on the first anniversary of the Date of Termination (such period, the “Severance Period”) in accordance with the Company’s regular payroll practice as of the Date of Termination; (ii) Pay to the Executive an amount equal to the product of (A) the amount of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in such year and (B) the ratio of (x) the number of full months elapsed during the fiscal year during which such termination of employment occurs on or prior to the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs; (iii) Accelerate the vesting of a pro rata amount of the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Date of Termination occurs, such amount to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iv) During the Severance Period, if the Executive elects to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for the Executive and any eligible dependents under the Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv); provided, however, that in the event Employee obtains other employment that offers group health benefits, such continuation of COBRA coverage by the Company under this Section 5(b)(iv) shall immediately cease.

Termination Without Cause or for Good Reason. In If, during the event of Employment Period, the Employer shall terminate Executive’s termination of employment by the Company without Cause pursuant to Section 4(a)(iv) or by the Executive shall terminate Executive’s employment for Good Reason pursuant Reason, then Executive shall be entitled to Section 4(a)(v), in addition to receive the payments and benefits described in Section 5(a) above, the Company shallAccrued Amounts and, subject to Section 20 and Section 5(c) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in favor of the Company’s customary Employer, its subsidiaries and affiliates and their respective officers and directors in a form to be provided by the Employer (a the “Release”) and such Release becoming effective within 45 days following the Termination Date (such 45-day period, for purposes of this Section 7(b), as of the “Release Expiration DateExecution Period”), in accordance with Section 20(c):Executive shall also be entitled to receive the following: (i) Continue to pay a lump sum amount equal to the Executive Annual sum of (A) Executive’s Base Salary during and (B) Executive’s highest cash bonus earned with respect to any fiscal year within the period three most recently completed fiscal years immediately preceding the Termination Date, which amount shall be paid in cash on or before the 60th day after the Termination Date; provided, however, that if the Release Execution Period begins in one taxable year and ends in another taxable year, then payment shall not be made until the beginning on the Date of Termination and ending on the first anniversary of the Date of Termination (such period, the “Severance Period”) in accordance with the Company’s regular payroll practice as of the Date of Terminationsecond taxable year; (ii) Pay to the Executive an a lump sum amount equal to the product of (A) the amount of the Annual Bonus cash bonus, if any, that Executive would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of earned for the fiscal year in which the Termination Date of Termination occurs based on actual individual and Company the achievement of applicable performance goals in for such year and (B) a fraction, the ratio numerator of (x) which is the number of full months elapsed days Executive was employed by the Employer during the fiscal year during of termination and the denominator of which is the number of days in such termination of employment occurs on or prior to year (the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c“Pro-Rata Bonus”), which amount shall be paid to Executive in accordance with Section 3(b) as if the Executive was still employed cash on the applicable bonus payment datedate that annual bonuses are paid to senior executives of the Employer generally, but in no event earlier than January 1, or later than December 31, of the calendar year immediately two-and-one-half months following the calendar year in which the Date of Termination occurs; (iii) Accelerate the vesting of a pro rata amount of the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Termination Date of Termination occurs, such amount to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iviii) During the Severance Period, if the Executive timely and properly elects to continue continuation coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”), continue coverage for then the Executive and any eligible dependents under the Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will Employer shall reimburse Executive for the Companymonthly COBRA premium paid by Executive for Executive and Executive’s share dependents until the earliest of: (A) the 18-month anniversary of the premiums associated therewith in an amount equal Termination Date; (B) the date Executive is no longer eligible to what receive COBRA continuation coverage; and (C) the Company pays for date on which Executive becomes eligible to receive substantially similar coverage from another employer. Such reimbursement shall be paid to Executive on the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B 15th day of the Code shall run concurrently with month immediately following the period of continued coverage set forth month in this Section 5(b)(iv); provided, however, that in which Executive timely remits the event Employee obtains other employment that offers group health benefits, such continuation of COBRA coverage by the Company under this Section 5(b)(iv) shall immediately ceasepremium payment.

Termination Without Cause or for Good Reason. In the event of If the Executive’s termination of employment with the Company is terminated by the Company without Cause pursuant to Section 4(a)(iv(other than for Cause, Disability or Death) or by the Executive for Good Reason pursuant to Section 4(a)(v)within 24 months following the Change in Control Date, in addition then the Executive shall be entitled to the payments and benefits described in Section 5(a) above, the Company shall, subject to Section 20 and Section 5(c) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c):following benefits: (i) Continue to the Company shall pay to the Executive Annual Base Salary during the period beginning on following amounts: (1) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) the Executive’s base salary through the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current fiscal year in which the Executive is employed through the Date of Termination by 12, and ending on multiplying this fraction by the first anniversary highest annual bonus payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the Date of Termination amounts described in clauses (such periodA), (B), and (C) shall be hereinafter referred to as the “Severance PeriodAccrued Obligations”); and (2) in accordance with the Company’s regular payroll practice as of a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date; (ii) Pay to the Executive an amount equal to the product of (A) the amount of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in such year and (B) the ratio of (x) the number of full for 36 months elapsed during the fiscal year during which such termination of employment occurs on or prior to after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to (y) twelve (12). Any amount payable pursuant provide benefits to this Section 5(b)(ii) shall, subject the Executive and the Executive’s family at least equal to Section 20 and Section 5(c), be paid those which would have been provided to Executive in accordance with Section 3(b) as them if the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs; (iii) Accelerate the vesting of a pro rata amount of the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Date of Termination occurs, such amount to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30employment had not been terminated, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iv) During the Severance Period, if the Executive elects to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985applicable Benefit Plans in effect on the Measurement Date or, as amended (“COBRA”), continue coverage for if more favorable to the Executive and his or her family, in effect generally at any eligible dependents under time thereafter with respect to other peer executives of the Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv)its affiliated companies; provided, however, that in if the event Employee obtains other employment that offers group Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits, ) from such continuation of COBRA coverage employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and (iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under this Section 5(b)(iv) any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall immediately ceasebe hereinafter referred to as the “Other Benefits”).

Termination Without Cause or for Good Reason. In the event of a Termination Without Cause or a Termination for Good Reason, the Executive shall receive the following: (a) Immediately after the Date of Termination, a lump-sum amount equal to the sum of Executive’s termination of employment Accrued Base Salary, Accrued Annual Bonus, if any, accrued but unpaid vacation and unpaid business expenses properly incurred by the Company without Cause pursuant to Section 4(a)(iv) or by the Executive for Good Reason pursuant to Section 4(a)(v), in addition to the payments and benefits described in Section 5(a) above, the Company shall, subject to Section 20 and Section 5(c) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c):Company policy prior to the date of Executive’s termination; (ib) Continue to pay Full vesting of Options and other equity awards granted to the Executive Annual Base Salary during the period beginning on the Date of Termination and ending on the first anniversary of the Date of Termination (such period, the “Severance Period”) in accordance with the Company’s regular payroll practice as of that remain outstanding immediately prior to the Date of Termination; (iic) Pay to A Prorata Annual Bonus at the Executive time the Annual Bonus would have otherwise been payable had Executive’s employment not terminated; (d) Continued monthly payment for a period of twenty-four months following such Termination of Employment of an amount equal to the product quotient of (Ai) the Executive’s Annualized Total Compensation divided by (ii) twelve; provided that the aggregate amount described in this clause (d) shall be reduced (but not below zero) by the present value of any other cash severance or cash termination benefits payable to Executive under any generally available or officer specific severance plans, programs or arrangements of the Annual Bonus that would have been payable Company or its affiliates, other than any (i) retirement income benefit, (ii) benefits paid under the Supplemental Income Plan and (iii) equity incentives and/or options; (e) The continuation of health and dental benefits to the which Executive pursuant to Section 3(b) if the Executive was still employed is entitled as of the applicable bonus payment date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in for twenty-four months; provided that such year and benefits shall cease upon the Executive’s being eligible for comparable benefits from a new employer; (Bf) The continuation of the ratio automobile expense program to which Executive is entitled as of the Date of Termination for twelve months; provided that such benefit ceases upon Executive’s being eligible for comparable benefits from a new employer; and (xg) the number For a period of full 12 months elapsed during the fiscal year during which such termination of employment occurs on or prior to from the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs; (iii) Accelerate the vesting of a pro rata amount of the Annual Equity Award that otherwise would vest point at the end of the fiscal year in which the Date of Termination occurs, such amount to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iv) During the Severance Period, if the Executive elects to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for the Executive and any eligible dependents under the Company group health benefit plans in which the Executive and any dependents were entitled is employed on a substantively full time basis, Executive Career Transition Services, not to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv); provided, however, that exceed $30,000 in the event Employee obtains other employment that offers group health benefits, such continuation of COBRA coverage by the Company under this Section 5(b)(iv) shall immediately ceaseaggregate.

Termination Without Cause or for Good Reason. In the event of 4.2.1. If the Executive’s employment by the Company ceases due to a termination of employment by the Company without Cause pursuant to Section 4(a)(iv) or a resignation by the Executive for Good Reason pursuant to Section 4(a)(v)Reason, then, in addition to the payments and benefits described provided for in Section 5(a) above, the Company shall, 4.1 above and subject to Section 20 and Section 5(c8 below: (a) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c): (i) Continue to Company will pay to the Executive Annual Base Salary during the period beginning on the Date of Termination and ending on the first anniversary of the Date of Termination (such period, the “Severance Period”) in accordance with the Company’s regular payroll practice as of the Date of Termination; (ii) Pay to the Executive an a cash amount equal to the product of (A) the amount pro-rata portion of the target Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in such year and (B) the ratio of (x) the number of full months elapsed during the fiscal year during which such termination of employment occurs on or prior to the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately following for the calendar year in which the Date termination occurs, determined by multiplying the target Annual Bonus by a fraction, the numerator of Termination occurs; (iii) Accelerate which is the vesting number of a pro rata amount days during the year that transpired before the date of the Annual Equity Award that otherwise would vest at Executive’s termination of employment and the end denominator of which is 365, (b) the Company will pay to the Executive on a cash amount equal to the sum of (i) one year of the fiscal Executive’s Base Salary as in effect on such date, and (ii) the target Annual Bonus amount applicable for the calendar year in which the Date of Termination termination occurs, such amount to based on the number of full (not partialc) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iv) During the Severance Period, if the Executive elects to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for the Executive and any eligible dependents under the Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administratorextent not previously paid, the Company will reimburse pay to the Executive for any Annual Bonus payable with respect to a calendar year that ended prior to such termination, (d) all outstanding stock options then held by the Executive (including the Stock Option) will immediately become vested and exercisable with respect to that number of additional shares of the Company’s share common stock with respect to which such stock options would have become vested and exercisable had the Executive remained continuously employed by the Company for an additional 12 months following his cessation of employment and will remain exercisable for the shorter of (i) the 12-month period immediately following the Executive’s cessation of employment, or (ii) the period remaining until the scheduled expiration of the premiums associated therewith in an amount equal option (determined without regard to what the executive’s cessation of employment), and (d) the Company pays will pay to the Executive the additional amount, if any, payable pursuant to Section 7 below; provided that if the Company’s obligation to make the payments provided for in this Section 4.2.1 arises due to a cessation of the health Executive’s employment due to his death or Disability (as defined below), the cash payments described in clauses (a), (b) and (c) of this Section 4.2.1 will be offset by the amount of benefits paid to the Executive (or his representative(s), heirs, estate or beneficiaries) pursuant to the life insurance premiums or long-term disability plans, policies or arrangements of the Company by virtue of his death or that Disability (including, for this purpose, only that portion of such life insurance or disability benefits funded by the Company or by premium payments made by the Company). 4.2.2. For purposes of this Agreement, the Executive’s employment will be deemed to have been terminated without “Cause” if his employment is terminated as a result of his death or Disability or is terminated by the Company other executive level employees at than as a result of fraud, embezzlement, or any other illegal act committed intentionally by the Executive in connection with his employment or the performance of his duties as an officer or director of the Company. The COBRA health continuation period under Section 4980B For purposes of this Agreement, “Disability” means the Code shall run concurrently with the period Executive’s inability, by reason of continued coverage set forth in any physical or mental impairment, to substantially perform his regular duties as contemplated by this Section 5(b)(iv); providedAgreement, however, that in the event Employee obtains other employment that offers group health benefits, such continuation of COBRA coverage as determined by the Company under this Section 5(b)(iv) shall immediately ceaseBoard in its sole discretion (after affording the Executive the opportunity to present his case), which inability is reasonably contemplated to continue for at least one year from its commencement and at least 90 days from the date of such determination.

Termination Without Cause or for Good Reason. In If, during the Employment Period, the Company terminates Executive’s employment without Cause or Executive resigns his employment for Good Reason (it being understood that in no event shall a termination of Executive’s employment upon or following the expiration of the Employment Period constitute a termination of Executive’s termination of employment by the Company without Cause pursuant to Section 4(a)(iv) or by the Executive for Good Reason pursuant to Section 4(a)(vReason), then, in addition to either case, upon Executive’s “separation from service” from the payments Company (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and benefits described in Section 5(a) abovethe date of any such Separation from Service, the Company shall“Date of Termination”), subject to Section 20 and Section 5(c) and subject to the conditioned upon Executive’s timely execution and non-revocation of a waiver and general release of claims agreement substantially in the Company’s customary form attached hereto as Exhibit A (a the “Release”) and Executive’s continued compliance with the Restrictive Covenants Agreements (as defined below), as of the Release Expiration DateCompany shall pay or provide to Executive, in accordance with Section 20(caddition to the Accrued Obligations, the following (the “Severance”): (i) Continue to pay a cash amount equal to the Executive Annual sum of (x) twelve (12) months (or in the case of a Change in Control Termination (as defined below), eighteen (18) months) of Executive’s Base Salary and (y) one (1) times (or in the case of a Change in Control Termination, one and one-half (1.5) times) Executive’s Target Bonus, in each case, based on Executive’s Base Salary and Target Bonus in effect as of the Date of Termination, payable in substantially equal installments in accordance with the Company’s customary payroll practices during the twelve (12)-month (or in the case of a Change in Control Termination, eighteen (18)-month) period following the Date of Termination; (ii) any unpaid Annual Bonus (if any) for the fiscal year immediately preceding the year during which such termination occurs to the extent that the attainment of Company, divisional, individual and/or other performance objectives have been achieved by the Company and/or Executive in accordance with the applicable bonus plan or program maintained by the Company, (the “Prior Year Bonus”), payable in one lump sum as promptly as practical after the Release becomes effective and irrevocable (subject to the hanging paragraph below), but in no event later than sixty (60) days following the Date of Termination; and (iii) subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Code, during the period beginning commencing on the Date of Termination and ending on the first twelve (12)-month (or in the case of a Change in Control Termination, eighteen (18)-month) anniversary of the Date of Termination or, if earlier, the date on which Executive becomes eligible for coverage under a subsequent employer’s group health plan (such periodin any case, the “Severance COBRA Period”) in accordance with ), the Company’s regular payroll practice as of the Date of Termination; (ii) Pay Company shall pay to the Executive an amount equal to the product cost of (A) the amount of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in such year and (B) the ratio of (x) the number of full months elapsed during the fiscal year during which such termination of employment occurs on or prior to the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs; (iii) Accelerate the vesting of a pro rata amount of the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Date of Termination occurs, such amount to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iv) During the Severance Period, if the Executive elects to continue coverage under the Company’s group health plan (if any) at the same levels and costs in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for the Executive and any eligible dependents under the Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to effect on the Date of Termination. In Termination (the event Executive elects to continue with “COBRA coverage, provided, that Employee timely submits to the Company evidence of Payment”) for Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the use toward securing continued health insurance premiums of other executive level employees at the Company(whether through COBRA or otherwise). The COBRA health Payment shall be paid to Executive in substantially equal monthly installments over the COBRA Period and the COBRA Payment shall continue during the COBRA Period if the continuation period healthcare coverage under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv); provided, however, that in the event Employee obtains other employment that offers group health benefits, such continuation of COBRA coverage by the Company expires under this Section 5(b)(iv) shall immediately ceaseits terms.

Termination Without Cause or for Good Reason. In If, during the event of Employment Period, the Employer shall Terminate Executive’s termination of employment by the Company without Without Cause pursuant to Section 4(a)(iv) or by the Executive shall Terminate Executive’s employment for Good Reason pursuant to Section 4(a)(v)Reason, then in addition to the payments and benefits described in Section 5(a) above, the Company shall, subject to Section 20 and Section 5(c) and subject to the consideration of Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c):services rendered prior to such Termination; (i) Continue to the Employer shall pay to Executive a lump sum in cash on the Executive Annual Base Salary during the period beginning on 30th day after the Date of Termination and ending on equal to the first anniversary aggregate of the following amounts: A. the sum of (1) Executive’s Base Salary through the Date of Termination to the extent not theretofore paid, and (such period2) any accrued vacation, sick and other leave pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1) and (2) shall be hereinafter referred to as the “Severance PeriodAccrued Obligations”) in accordance with ); and B. the Company’s regular payroll practice as of the Date of Termination; (ii) Pay to the Executive an amount equal to the product of (A1) the amount number of the Annual Bonus days that would have been payable to remained in the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which Employment Period from and after the Date of Termination occurs based on actual individual and Company performance goals in such year had the Termination not occurred (the “Remaining Employment Period”), and (B2) Executive’s Base Salary divided by 365; and C. the ratio product of (x1) Executive’s aggregate cash bonus for the last completed fiscal year, whether paid to Executive under Section 6 above or otherwise paid to Executive, and (2) a fraction, the numerator of which is the number of full months elapsed during days in the current fiscal year during which such termination of employment occurs on or prior to the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which through the Date of Termination occurs;and the denominator of which is 365. (iiiii) Accelerate for the vesting of a pro rata amount Remaining Employment Period, or such longer period as may be provided by the terms of the Annual Equity Award that otherwise would vest at appropriate plan, program, practice or policy, the end of the fiscal year in which the Date of Termination occurs, such amount Employer shall continue to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if provide benefits to Executive and/or Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise family at least equal to those which would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled have been provided to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iv) During the Severance Period, if the Executive elects to continue coverage under the Company’s group health plan them in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for the Executive and any eligible dependents under the Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Welfare Benefit Plans if Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv)employment had not been terminated; provided, however, that in if Executive becomes employed with another employer and is eligible to receive substantially the event Employee obtains same benefits under the other employment that offers group health employer’s plans as Executive would receive under the Welfare Benefit Plans under this item (ii), the benefits provided under this Item (ii) shall be secondary to those provided under such other employer’s plans during such applicable period of eligibility. For purposes of determining eligibility and years-of-service credit (but not the time of commencement of benefits) of Executive for retiree benefits pursuant to such Welfare Benefit Plans, such continuation of COBRA coverage to the extent permitted by the Company terms of the Welfare Benefit Plans, Executive shall be considered to have remained employed throughout the Remaining Employment Period and to have retired on the last day of such period; and (iii) to the extent not theretofore paid or provided, the Employer shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided herein or which Executive is eligible to receive under this Section 5(b)(iv) shall immediately ceaseany Welfare Benefit Plan.

Termination Without Cause or for Good Reason. In If, during the event of Employment Period, the Employer shall Terminate Executive’s termination of employment by the Company without Without Cause pursuant to Section 4(a)(iv) or by the Executive shall Terminate Executive’s employment for Good Reason pursuant to Section 4(a)(v)Reason, then in addition to the payments and benefits described in Section 5(a) above, the Company shall, subject to Section 20 and Section 5(c) and subject to the consideration of Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c):services rendered prior to such Termination; (i) Continue to the Employer shall pay to Executive a lump sum in cash on the Executive Annual Base Salary during the period beginning on 30th day after the Date of Termination and ending on equal to the first anniversary aggregate of the following amounts: A. the sum of (1) Executive’s Base Salary through the Date of Termination to the extent not theretofore paid, and (such period2) any accrued vacation and sick leave pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1) and (2) shall be hereinafter referred to as the “Severance PeriodAccrued Obligations”) in accordance with ); and B. the Company’s regular payroll practice as of the Date of Termination; (ii) Pay to the Executive an amount equal to the product of (A1) the amount number of the Annual Bonus days that would have been payable to remained in the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which Employment Period from and after the Date of Termination occurs based on actual individual and Company performance goals in such year had the Termination not occurred (the “Remaining Employment Period”), and (B2) Executive’s Base Salary divided by 365; and C. the ratio product of (x1) Executive’s aggregate cash bonus for the last completed fiscal year, whether paid to Executive under Section 6 above or otherwise paid to Executive, and (2) a fraction, the numerator of which is the number of full months elapsed during days in the current fiscal year during which such termination of employment occurs on or prior to the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which through the Date of Termination occurs;and the denominator of which is 365. (iiiii) Accelerate for the vesting of a pro rata amount Remaining Employment Period, or such longer period as may be provided by the terms of the Annual Equity Award that otherwise would vest at appropriate plan, program, practice or policy, the end of the fiscal year in which the Date of Termination occurs, such amount Employer shall continue to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if provide benefits to Executive and/or Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise family at least equal to those which would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled have been provided to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iv) During the Severance Period, if the Executive elects to continue coverage under the Company’s group health plan them in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for the Executive and any eligible dependents under the Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Welfare Benefit Plans if Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv)employment had not been terminated; provided, however, that in if Executive becomes employed with another employer and is eligible to receive substantially the event Employee obtains same benefits under the other employment that offers group health employer’s plans as Executive would receive under the Welfare Benefit Plans under this item (ii), the benefits provided under this Item (ii) shall be secondary to those provided under such other employer’s plans during such applicable period of eligibility. For purposes of determining eligibility and years-of-service credit (but not the time of commencement of benefits) of Executive for retiree benefits pursuant to such Welfare Benefit Plans, such continuation of COBRA coverage to the extent permitted by the Company terms of the Welfare Benefit Plans, Executive shall be considered to have remained employed throughout the Remaining Employment Period and to have retired on the last day of such period; and (iii) to the extent not theretofore paid or provided, the Employer shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided herein or which Executive is eligible to receive under this Section 5(b)(iv) shall immediately ceaseany Welfare Benefit Plan.

Termination Without Cause or for Good Reason. In the event of the Executive’s termination of employment is terminated by the Company without Cause pursuant to Section 4(a)(iv) or by the Executive for Good Reason pursuant to Section 4(a)(v), in addition to the payments and benefits described in Section 5(a) aboveReason, the Company shallExecutive shall receive the following, subject to Section 20 and Section 5(c) and subject to the Executive’s execution and non-revocation timely return by the Executive of a waiver and release of claims agreement in the form to be delivered by the Company, which release shall, by its terms, be irrevocable no later than the sixtieth (60th) day following the termination of employment: (a) the Accrued Obligations, payable in a lump sum within the time period required by applicable law, and in no event later than thirty (30) days following termination of employment; (b) if the Executive was employed by the Company through at least July 1st of the applicable calendar year, a pro-rata portion of any Performance Bonus earned during such calendar year, with the amount (1) prorated based on the number of days employed during such calendar year, (2) determined assuming a “target” achievement level for the performance criteria for such Performance Bonus, and (3) payable in a lump sum payment on the Company’s customary form first regular pay date on or after the sixtieth (a “Release”), as 60th) day following the termination of the Release Expiration Date, employment; (c) severance pay in accordance with Section 20(c): (i) Continue to pay to the Executive Annual Base Salary during the period beginning on the Date of Termination and ending on the first anniversary of the Date of Termination (such period, the “Severance Period”) in accordance with the Company’s regular payroll practice as of the Date of Termination; (ii) Pay to the Executive an amount equal to the product Executive’s Base Salary for twelve (12) months, less applicable taxes and other withholdings, payable in a lump sum payment on the Company’s first regular pay date on or after the sixtieth (60th) day following the termination of employment; (Ad) for a period of twelve (12) months or until the Executive becomes eligible for comparable employer sponsored health plan benefits, whichever is sooner, all health plan benefits to which the Executive is entitled prior to the termination date under any such benefit plans or arrangements maintained by the Company in which the Executive participated, which benefits shall be determined and paid in accordance with this Agreement and plans or arrangements and shall be provided pursuant to COBRA with the relative costs therefor being paid by the Company and the Executive in the same proportion as existed while the Executive was an active employee of the Company; and (e) the amount of the Annual Bonus that would have been payable Stock Options and Restricted Stock granted to the Executive pursuant to Section 3(bshall be fully and immediately vested, and the Stock Options shall remain exercisable for two (2) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in such year and (B) the ratio of (x) the number of full months elapsed during the fiscal year during which such termination of employment occurs on or prior to the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately years following the calendar year in which the Date of Termination occurs; (iii) Accelerate the vesting of a pro rata amount of the Annual Equity Award that otherwise would vest at termination date or, if sooner, until the end of the fiscal year in which applicable Stock Option’s term. For purposes of this Agreement, “Good Reason” means termination because of: (a) a material diminution without the Date of Termination occurs, such amount to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent consent in the Executive’s duties and responsibilities; (50%b) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iv) During the Severance Period, if the Executive elects to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for the Executive and any eligible dependents under a material breach by the Company group health benefit plans in of this Agreement or any other agreement to which the Executive and the Company are parties; (c) relocation of the Executive’s principal place of employment to a place that is more than thirty-five (35) miles from the Company’s principal place of business in Yardley, Pennsylvania; and (d) failure by the Company to secure in writing the agreement of any dependents were entitled to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits successor entity to the Company evidence of Executive’s payments made to assume the COBRA administratorAgreement, the Company will reimburse Executive for the Company’s share including a successor to all or substantially all of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums assets of other executive level employees at the Company. The COBRA health continuation period under Section 4980B In each such event listed above, the Executive shall give the Company written notice thereof within ninety (90) days after Executive first learns of the Code existence of the circumstances giving rise to Good Reason, which notice shall run concurrently specify in reasonable detail the circumstances constituting Good Reason, and there shall be no Good Reason with the period of continued coverage set forth in this Section 5(b)(iv); provided, however, that in the event Employee obtains other employment that offers group health benefits, respect to any such continuation of COBRA coverage circumstances if cured by the Company under this Section 5(b)(ivwithin thirty (30) shall immediately ceasedays after such notice.

Termination Without Cause or for Good Reason. In the event of If the Executive’s termination of employment shall be terminated by the Company without Cause pursuant to Section 4(a)(iv) or by the Executive for Good Reason pursuant to Section 4(a)(v(including by reason of the Executive’s death or Disability but not by reason of the Executive’s termination by the Company for Cause or termination by the Executive without Good Reason), then, in addition to the payments and benefits described in Section 5(a) above(including benefits under stock option agreements), the Company shall, subject to Section 20 and Section 5(c) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c):: (i) Continue to pay to the Executive Annual Base Salary during (or the period beginning on the Date of Termination and ending on the first anniversary of the Date of Termination (such periodExecutive’s estate), the “Severance Period”) in accordance with the Company’s regular payroll practice as of following the Date of Termination, the Executive’s Annual Base Salary, and continue the Executive’s and/or the Executive’s wife’s participation in the Company’s health and life insurance plans through twenty seven months from the Date of Termination; provided that each payment is intended to constitute a separate payment within the meaning of Code Section 409A and the regulations thereunder; provided, further that in the event that Executive is determined by the Company to be a “specified employee” (as defined in Code Section 409A(2)(B) and determined in accordance with Code 416(i) (without regard to paragraph (5) thereof)) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, any payments determined to be “nonqualified deferred compensation” payable following termination of employment shall be made no earlier than the earlier of (i) the last day of the sixth (6th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with the provisions of Code Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. Notwithstanding the foregoing provisions of this Paragraph 5(b)(i) or anything in this Agreement to the contrary, the health and life insurance benefits that are not non-taxable medical benefits, “disability pay” or “death benefit” plans within the meaning of Treasury Regulation Section 1.409A-1(a)(5) shall be provided and administered in a manner that complies with Treasury Regulation Section 1.409A-3(i)(1)(iv), which requires that (i) the amount of such benefits provided during one taxable year shall not affect the amount of such benefits provided in any other taxable year, except that to the extent such benefits consist of the reimbursement of expenses referred to in Section 105(b) of the Code, a maximum, if provided under the terms of the plan providing such health and life insurance benefits, may be imposed on the amount of such reimbursements over some or all of the period in which such benefit is to be provided to the Executive and/or the Executive’s wife, as described in Treasury Regulation Section 1.409A-3(i)(iv)(B), (ii) to the extent that any such benefits consist of reimbursement of eligible expenses, such reimbursement must be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred and (iii) no such benefit may be liquidated or exchanged for another benefit; (ii) Pay If the Executive otherwise would have been entitled to receive a payment pursuant to the Company’s bonus plan had he been employed on the last day of the Company’s fiscal year, then pay to the Executive an amount equal to (or the product of (AExecutive’s estate) the amount on April 30 of the Annual Bonus that would have been payable to year following the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which the Date Executive’s termination occurs, (and in the event that the Company has not received its audited financial statements for the prior year by April 30 of Termination occurs based on actual individual and Company performance goals in such year and (B) the ratio of (x) the number of full months elapsed during the fiscal year during which year, such termination of employment occurs on or prior to the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), bonus shall be paid to Executive in accordance as soon as practicable thereafter, consistent with the provisions of Code Section 3(b) as if the Executive was still employed on the applicable bonus payment date409A, but in no event earlier than January 1, or later than December 31the last day of such following year), the amount of such payment, multiplied by a fraction the calendar numerator of which is the number of days during such fiscal year immediately following that the calendar year in Executive was employed and the denominator of which the Date of Termination occurs;is 365; and (iii) Accelerate the vesting of a pro rata amount of the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Date of Termination occurs, such amount to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iv) During the Severance Period, if the Executive elects to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue Continue paid coverage for the Executive and/or the Executive’s wife and any eligible dependents under the all Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination through the twenty-seventh month after the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence extent permitted thereunder. As of Executive’s payments made the date that the Executive ceases to receive coverage under any group health plan pursuant to this Section 5(b)(iii), the Executive shall be eligible to elect to receive “COBRA” continuation coverage to the COBRA administratorextent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended, and if such coverage ceases prior to twelve months from the Date of Termination, the Company will reimburse Executive shall pay for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv); provided, however, that in the event Employee obtains other employment that offers group health benefits, such continuation of COBRA coverage by the Company under this Section 5(b)(iv) shall immediately ceasethrough such twelve month period.

Termination Without Cause or for Good Reason. In the event of If the Executive’s termination of employment with the Company is terminated by the Company without Cause pursuant to Section 4(a)(iv(other than for Cause, Disability or death) or by the Executive for Good Reason pursuant to Section 4(a)(v)within 12 months following the Change in Control Date, in addition then the Executive shall be entitled to the payments and benefits described in Section 5(a) above, the Company shall, subject to Section 20 and Section 5(c) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c):following benefits: (i) Continue to the Company shall pay to the Executive Annual Base Salary during the period beginning on aggregate of the following amounts in a lump sum in cash within the later of (x) 30 days after the Date of Termination and ending on (y) 30 days after the first anniversary delivery of the Date of Termination (such period, the “Severance Period”) in accordance with the Company’s regular payroll practice as of the Date of Termination;executed release: (ii1) Pay to the Executive an amount equal to the product sum of (A) the amount of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in such year and (B) the ratio of (x) the number of full months elapsed during the fiscal year during which such termination of employment occurs on or prior to Executive’s base salary through the Date of Termination, to (yB) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, pro-rata portion of the calendar year immediately following bonus earned for the calendar year bonus period in which the Date of Termination occurs; (iii) Accelerate the vesting of a pro rata amount of the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Date of Termination termination occurs, such amount to determined based on the number of full days during the applicable bonus period in which the Executive was employed and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not partial) fiscal months elapsed during such fiscal year previously paid (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) the sum of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vestamounts described in clauses (A), (B), and Executive (C) shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled be hereinafter referred to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years“Accrued Obligations”); and (iv2) During the Severance Periodamount equal to one multiplied by the Executive’s highest annual base salary during the five-year period prior to the Change in Control Date. (ii) for 12 months after the Date of Termination, the Company shall continue to provide medical and dental benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive elects to continue coverage under the CompanyExecutive’s group health plan employment had not been terminated, in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for the Executive and any eligible dependents under the Company group health applicable benefit plans in which effect on the Executive and any dependents were entitled to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv)Measurement Date; provided, however, that in if the event Employee obtains other employment that offers group Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits, ) from such continuation of COBRA coverage employer on terms at least as favorable to the Executive and [his/her] family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and [his/her] family; and (iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Date of Termination under this Section 5(b)(iv) any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall immediately ceasebe hereinafter referred to as the “Other Benefits”).

Termination Without Cause or for Good Reason. In If the event of Employee’s employment by the Executive’s termination of employment Company is terminated on or after the Effective Date (x) by the Company without Cause pursuant to Section 4(a)(iv(other than for death or Disability), or (y) or by the Executive Employee for Good Reason pursuant to Section 4(a)(v), in addition to the payments and benefits described in Section 5(a) aboveReason, the Company shallshall pay or provide the Employee with the CIC Accrued Benefits and, subject to Section 20 the Employee’s compliance with the obligations in Sections 10, 11 and Section 5(c) and 12 hereof, the following, subject to the Executive’s execution and non-revocation provisions of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c):24 hereof: (i) Continue a lump sum payment equal to pay to (x) three times the Executive Annual Employee’s Initial Base Salary during or Continuing Base Salary Rate, as the case may be, plus (y) three times the Employee’s average Annual Bonus paid over the prior three years (or over such lesser period beginning in which the Annual Bonus was paid), paid on the Date 60th day following the termination of Termination and ending on the first anniversary of the Date of Termination (such period, the “Severance Period”) in accordance with the Company’s regular payroll practice as of the Date of Termination;employment; and (ii) Pay subject to the Executive an amount equal to the product of (A) the amount Employee’s timely election of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in such year and (B) the ratio of (x) the number of full months elapsed during the fiscal year during which such termination of employment occurs on or prior to the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs; (iii) Accelerate the vesting of a pro rata amount of the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Date of Termination occurs, such amount to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iv) During the Severance Period, if the Executive elects to continue continuation coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for and (B) the Executive Employee’s continued co-payment of premiums at the same level and any eligible dependents under cost to the Employee as if the Employee were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars) (the “active employee rate”), continued participation in the Company’s group health benefit plans in which the Executive plan and any dependents were entitled to participate immediately prior life insurance plan (to the Date extent permitted under applicable law and the terms of Termination. In such plan), which covers the event Executive elects Employee for a period of up to continue with COBRA coverage12 months at the Company’s expense (other than as set forth in sub-section (B)), provided, that the Employee timely submits to the Company evidence of Executive’s payments made to the is eligible and remains eligible for COBRA administrator, the Company will reimburse Executive for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv)coverage; and provided, howeverfurther, that in the event that the Employee obtains other employment that offers group health benefits, such continuation of COBRA Company’s contribution to the coverage by the Company under this Section 5(b)(iv9(d)(ii) shall immediately ceasecease and thereafter shall be the sole responsibility of the Employee. Notwithstanding the foregoing, if the benefits under the Company’s group health plan will be taxable to the Employee, then in lieu of the Company’s payments for such continued participation, the Company shall reimburse the Employee, subject to the terms herein, for his premiums for continued coverage under such plan in the amount that the cost of such coverage exceeds the active employee rate (as determined based on the Employee’s premium rate in effect on the date of termination). Payments and benefits provided in this Section 9(d)(ii) shall be in lieu of any termination or severance payments or benefits for which the Employee may be eligible under any of the plans, policies or programs of the Company.

Termination Without Cause or for Good Reason. In the event of The Employment Term and the Executive’s termination of 's employment by the Company without Cause pursuant to Section 4(a)(iv) or hereunder may be terminated by the Executive for Good Reason pursuant to Section 4(a)(v), in addition to or by the payments and benefits described in Section 5(a) aboveCompany without Cause. In the event of such termination, the Company shall, subject Executive shall be entitled to Section 20 and Section 5(c) receive the Accrued Amounts and subject to the Executive’s 's compliance with Section 6, Section 7, Section 8, and Section 9 of this Agreement and his execution and non-revocation of a waiver and release of claims agreement in favor of the Company’s customary , its affiliates and their respective officers and directors in a form provided by the Company (a “the "Release”") and such Release becoming effective within 30 days following the Termination Date (such 30 day period, the "Release Execution Period")], as of the Release Expiration Date, Executive shall be entitled to receive the following: (a) equal installment payments payable in accordance with Section 20(c): the Company's normal payroll practices, but no less frequently than monthly, which are in the aggregate equal to two (i2) Continue to pay times the sum of the Executive's Base Salary, for a period of three months, which shall begin within 2 days following the Termination Date; provided that, the first installment payment shall include all amounts that would otherwise have been paid to the Executive Annual Base Salary during the period beginning on the Termination Date of Termination and ending on the first anniversary of the Date of Termination (such period, the “Severance Period”) in accordance with the Company’s regular payroll practice as of the Date of Terminationpayment date if no delay had been imposed; (iib) Pay to the Executive an amount a payment equal to the product of (Ai) the amount of Annual Bonus, if any, that the Annual Bonus that Executive would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of earned for the fiscal year in which the Termination Date of Termination (as determined in accordance with Section 5.6) occurs based on actual individual and Company achievement of the applicable performance goals in for such year and (Bii) a fraction, the ratio numerator of (x) which is the number of full months elapsed during the fiscal year during which such termination of employment occurs on or prior to the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if days the Executive was still employed by the Company during the year of termination and the denominator of which is the number of days in such year (the "Pro-Rata Bonus"). This amount shall be paid on the applicable bonus payment datedate that annual bonuses are paid to similarly situated executives, but in no event earlier than January 1, or later than December 31, of the calendar year immediately two-and-a-half (2 1/2) months following the calendar year in which the Date of Termination occurs; (iii) Accelerate the vesting of a pro rata amount of the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Termination Date of Termination occurs, such amount to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and; (ivc) During the Severance PeriodThe treatment of any outstanding equity awards, if the Executive elects to continue coverage under the Company’s group health plan that have not already vested, shall be determined in accordance with the Consolidated Omnibus Budget Reconciliation Act terms of 1985the Nodechain Employee Equity Awards and the applicable award agreements. (d) Notwithstanding the terms of the Nodechain Employee Equity Award plan or any applicable award agreements: (i) all outstanding unvested stock options/stock appreciation rights granted to the Executive during the Employment Term shall become fully vested and exercisable for the remainder of their full term; (ii) all outstanding equity-based compensation awards that are not intended to qualify as performance-based compensation under Section 162(m)(4)(C) of the Internal Revenue Code of 1986, as amended (“COBRA”the "Code"), continue coverage for shall become fully vested and the Executive restrictions thereon shall lapse; provided that, any delays in the settlement or payment of such awards that are set forth in the applicable award agreement and any eligible dependents under the Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period are required under Section 4980B 409A of the Code shall run concurrently with the period of continued coverage set forth in this ("Section 5(b)(iv); provided, however, that in the event Employee obtains other employment that offers group health benefits, such continuation of COBRA coverage by the Company under this Section 5(b)(iv409A") shall immediately cease.remain in effect;

Termination Without Cause or for Good Reason. In the event of If the Executive’s termination of 's employment with the Company is terminated by the Company without Cause pursuant to Section 4(a)(iv(other than for Cause, Disability or Death) or by the Executive for Good Reason pursuant to Section 4(a)(v)Reason, in addition the Executive shall be entitled to the payments and benefits described in Section 5(a) above, the Company shall, subject to Section 20 and Section 5(c) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c):following benefits: (i) Continue to the Company shall pay to the Executive Annual Base Salary during in a lump sum in cash within 30 days after the period beginning Termination Date (as defined in Section 5) the aggregate of the following amounts: the sum of (A) the Executive's base salary through the Termination Date (to the extent not previously paid), (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Termination Date, and the denominator of which is 365, and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B) and (C) shall be hereinafter referred to as the "Accrued Obligations"); and the amount equal to (A) three multiplied by (B) the sum of (x) the Executive's annual base salary in effect on the Termination Date of and (y) the average bonus paid for the three calendar years immediately preceding the calendar year during which the Termination and ending on the first anniversary of the Date of Termination (such period, the “Severance Period”) in accordance with the Company’s regular payroll practice as of the Date of Terminationoccurs; (ii) Pay for 12 months after the Termination Date, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive an amount and the Executive's family at least equal to the product of (A) the amount of the Annual Bonus that those which would have been payable provided to the Executive pursuant to Section 3(b) them if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in such year and (B) the ratio of (x) the number of full months elapsed during the fiscal year during which such termination of Executive's employment occurs on or prior to the Date of Terminationhad not been terminated, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs; (iii) Accelerate the vesting of a pro rata amount of the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Date of Termination occurs, such amount to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iv) During the Severance Period, if the Executive elects to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985applicable Benefit Plans in effect on the Termination Date or, as amended (“COBRA”), continue coverage for if more favorable to the Executive and his family, in effect generally at any eligible dependents under time thereafter with respect to other peer executives of the Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv)its affiliated companies; provided, however, that the Company shall not be obligated to continue any benefits which cannot be continued for terminated employees of the Company; and provided, further, however, that if the Executive becomes reemployed with another employer and is eligible to receive substantially equivalent benefits under another employer-provided plan, on terms at least as favorable to the Executive and his family, then the Company shall no longer be required to provide the benefits described in this clause (ii); (iii) to the event Employee obtains extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment that offers group health under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); (iv) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, such continuation of COBRA coverage the Executive shall be considered to have remained employed by the Company under this Section 5(b)(ivuntil 12 months after the Termination Date; and (v) notwithstanding any provisions of any Company Stock Incentive or Option Plan or individual Stock Option Agreement to the contrary, effective upon the Termination Date, each outstanding option to purchase shares of Common Stock of the Company then held by the Executive shall become (to the extent it is not already) immediately ceaseexercisable in full.

Termination Without Cause or for Good Reason. In the event of If the Executive’s termination of employment with the Company is terminated by the Company without Cause pursuant to Section 4(a)(iv(other than for Cause, Disability or Death) or by the Executive for Good Reason pursuant to Section 4(a)(v)within 24 months following the Change in Control Date, in addition then the Executive shall be entitled to the payments and benefits described in Section 5(a) above, the Company shall, subject to Section 20 and Section 5(c) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c):following benefits: (i) Continue to the Company shall pay to the Executive Annual Base Salary during the period beginning on following amounts: (1) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) the Executive’s base salary through the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current fiscal year in which the Executive is employed through the Date of Termination by 12, and ending on multiplying this fraction by the first anniversary highest annual bonus payment amount paid to Executive in the preceding three years), and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the Date of Termination amounts described in clauses (such periodA), (B), and (C) shall be hereinafter referred to as the “Severance PeriodAccrued Obligations”); and (2) in accordance with the Company’s regular payroll practice as of a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date; (ii) Pay to the Executive an amount equal to the product of (A) the amount of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in such year and (B) the ratio of (x) the number of full for 36 months elapsed during the fiscal year during which such termination of employment occurs on or prior to after the 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 to (y) twelve (12). Any amount payable pursuant provide benefits to this Section 5(b)(ii) shall, subject the Executive and the Executive’s family at least equal to Section 20 and Section 5(c), be paid those which would have been provided to Executive in accordance with Section 3(b) as them if the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs; (iii) Accelerate the vesting of a pro rata amount of the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Date of Termination occurs, such amount to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30employment had not been terminated, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iv) During the Severance Period, if the Executive elects to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985applicable Benefit Plans in effect on the Measurement Date or, as amended (“COBRA”), continue coverage for if more favorable to the Executive and his or her family, in effect generally at any eligible dependents under time thereafter with respect to other peer executives of the Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv)its affiliated companies; provided, however, that in if the event Employee obtains other employment that offers group Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits, ) from such continuation of COBRA coverage employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and (iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under this Section 5(b)(iv) any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall immediately ceasebe hereinafter referred to as the “Other Benefits”).

Termination Without Cause or for Good Reason. In If, during the event of Employment Period, the Employer shall terminate Executive’s termination of employment by the Company without Cause pursuant to Section 4(a)(iv) or by the Executive shall terminate Executive’s employment for Good Reason pursuant Reason, then Executive shall be entitled to Section 4(a)(v), in addition to receive the payments and benefits described in Section 5(a) above, the Company shallAccrued Amounts and, subject to Section 20 and Section 5(c) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in favor of the Company’s customary Employer, its subsidiaries and affiliates and their respective officers and directors in a form to be provided by the Employer (a the “Release”) and such Release becoming effective within 45 days following the Termination Date (such 45-day period, for purposes of this Section 7(b), as of the “Release Expiration DateExecution Period”), in accordance with Section 20(c):Executive shall also be entitled to receive the following: (i) Continue a lump sum amount equal to pay to two times the Executive Annual sum of (A) Executive’s Base Salary during and (B) Executive’s highest cash bonus earned with respect to any fiscal year within the period three most recently completed fiscal years immediately preceding the Termination Date, which amount shall be paid in cash on or before the 60th day after the Termination Date; provided, however, that if the Release Execution Period begins in one taxable year and ends in another taxable year, then payment shall not be made until the beginning on the Date of Termination and ending on the first anniversary of the Date of Termination (such period, the “Severance Period”) in accordance with the Company’s regular payroll practice as of the Date of Terminationsecond taxable year; (ii) Pay to the Executive an a lump sum amount equal to the product of (A) the amount of the Annual Bonus cash bonus, if any, that Executive would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of earned for the fiscal year in which the Termination Date of Termination occurs based on actual individual and Company the achievement of applicable performance goals in for such year and (B) a fraction, the ratio numerator of (x) which is the number of full months elapsed days Executive was employed by the Employer during the fiscal year during of termination and the denominator of which is the number of days in such termination of employment occurs on or prior to year (the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c“Pro-Rata Bonus”), which amount shall be paid to Executive in accordance with Section 3(b) as if the Executive was still employed cash on the applicable bonus payment datedate that annual bonuses are paid to senior executives of the Employer generally, but in no event earlier than January 1, or later than December 31, of the calendar year immediately two-and-one-half months following the calendar year in which the Date of Termination occurs; (iii) Accelerate the vesting of a pro rata amount of the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Termination Date of Termination occurs, such amount to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iviii) During the Severance Period, if the Executive timely and properly elects to continue continuation coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”), continue coverage for then the Executive and any eligible dependents under the Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will Employer shall reimburse Executive for the Companymonthly COBRA premium paid by Executive for Executive and Executive’s share dependents until the earliest of: (A) the 18-month anniversary of the premiums associated therewith in an amount equal Termination Date; (B) the date Executive is no longer eligible to what receive COBRA continuation coverage; and (C) the Company pays for date on which Executive becomes eligible to receive substantially similar coverage from another employer. Such reimbursement shall be paid to Executive on the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B 15th day of the Code shall run concurrently with month immediately following the period of continued coverage set forth month in this Section 5(b)(iv); provided, however, that in which Executive timely remits the event Employee obtains other employment that offers group health benefits, such continuation of COBRA coverage by the Company under this Section 5(b)(iv) shall immediately ceasepremium payment.

Termination Without Cause or for Good Reason. In If, during the event of Employment Period, the Employer shall Terminate Executive’s termination of employment by the Company without Without Cause pursuant to Section 4(a)(iv) or by the Executive shall Terminate Executive’s employment for Good Reason pursuant to Section 4(a)(v)Reason, then in addition to the payments and benefits described in Section 5(a) above, the Company shall, subject to Section 20 and Section 5(c) and subject to the consideration of Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c):services rendered prior to such Termination; (i) Continue to the Employer shall pay to Executive: A. a lump sum in cash on the Executive Annual Base Salary during the period beginning on 30th day after the Date of Termination and ending on the first anniversary of equal to (1) Executive’s Base Salary through the Date of Termination to the extent not theretofore paid, and (such period2) any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1) and (2) shall be hereinafter referred to as the “Severance PeriodAccrued Obligations”) ); and B. a lump sum in accordance with cash on the Company’s regular payroll practice as of 30th day after the Date of Termination; (ii) Pay to the Executive an amount Termination equal to the product of (A1) Executive’s aggregate cash bonus for the amount last completed fiscal year, whether paid to Executive under Section 6 above or otherwise paid to Executive, and (2) a fraction, the numerator of which is the Annual Bonus that would have been payable to number of days in the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the current fiscal year in which through the Date of Termination occurs based on actual individual and Company performance goals the denominator of which is 365; and C. in such year and six (B) the ratio of (x) the number of full months elapsed during the fiscal year during which such termination of employment occurs on or prior to the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b6) as if the Executive was still employed nearly as equal as possible semi-annual installments, beginning on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which 30th day after the Date of Termination occursan amount equal to 2.99 times Executive’s Base Salary; (ii) for a period of 24 months after the Date of Termination the Employer shall continue to provide benefits to Executive and/or Executive’s family at least equal to those which would have been provided to them in accordance with the Insurance Benefit Plans if Executive’s employment had not been Terminated; provided, however, that if Executive becomes employed with another employer and is eligible to receive substantially the same benefits under the other employer’s plans as Executive would receive under the Insurance Benefit Plans under this item (ii), the benefits provided under this item (ii) shall be terminated; (iii) Accelerate to the vesting of a pro rata amount of extent not theretofore paid or provided, the Annual Equity Award that otherwise would vest at the end of the fiscal year in Employer shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided herein or which the Date of Termination occurs, such amount Executive is eligible to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years)receive under any Welfare Benefit Plan; and (iv) During the Severance Period, if the Executive elects to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for the Executive and any eligible dependents under the Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv); provided, however, that in if during the event Employee obtains other employment that offers group health benefitsRestricted Period Executive violates Section 12, no payments otherwise due following the date of such continuation of COBRA coverage by the Company violation shall be due or paid under this Section 5(b)(iv) shall immediately ceaseitem (i)(C).

Termination Without Cause or for Good Reason. In the event of the If Executive’s employment is terminated (including termination of employment by the Company without Cause due to Executive’s death) other than pursuant to Section 4(a)(iv) Sections 3.1 or by the 3.2 or if Executive shall terminate his employment for Good Reason pursuant to Section 4(a)(v)Reason, in addition to the payments and benefits described in Section 5(a) above, the Company shallthen, subject to Section 20 and Section 5(cSections 4.1(c) and subject 4.2, and provided that the Executive signs a general release in a form provided by Callon that releases Callon from any and all claims that the Executive may have, and the Executive affirmatively agrees not to violate the provisions of Article 6, the Executive shall be entitled, if such termination occurred within two (2) years following the effective date of a Change of Control (or in the case of termination due to Executive’s death, if such termination occurred within six (6) months following the effective date of a Change of Control), to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c):following benefits: (ia) Continue to Callon shall pay to the Executive Annual Base Salary during in a lump sum, in cash, on the period beginning on date which is six (6) months following his Date of Termination, an amount equal to two (2) times the sum of: (i) the Executive’s annual base salary as in effect immediately prior to the Change of Control or, if higher, in effect immediately prior to the Date of Termination and ending on the first anniversary of the Date of Termination (such period, the “Severance Period”) in accordance with the Company’s regular payroll practice as of the Date of Termination; (ii) Pay to the Executive an amount equal to the product of greater of: (A) the amount of average bonus (under all Callon bonus plans for which the Annual Bonus that would have been payable Executive is eligible) earned with respect to the Executive pursuant to Section 3(bthree most recently completed full fiscal years or (B) if the target bonus (under all Callon bonus plans for which the Executive was still employed as of the applicable bonus payment date in respect of is eligible) for the fiscal year in which the Date Change of Termination occurs Control occurs, based on actual individual and Company performance goals in such year and (B) a forecast that has been approved by the ratio of (x) the number of full months elapsed during the fiscal year during which such termination of employment occurs on or prior to the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, Board of the calendar year immediately following the calendar year in which the Date of Termination occurs; (iii) Accelerate the vesting of a pro rata amount of the Annual Equity Award that otherwise would vest at the end of results for the fiscal year in which the Change of Control occurs. (b) Callon shall, at its expense, maintain in full force and effect for Executive’s continued benefit until twenty-four (24) months after the Date of Termination occursall life, such amount disability, medical, dental, accident and health insurance coverage to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and which Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iv) During the Severance Period, if the Executive elects to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for the Executive and any eligible dependents under the Company group health benefit plans in which the Executive and any dependents were was entitled to participate immediately prior to the Date Notice of Termination. In the event Executive elects to continue with COBRA coverage, that (i) Executive’s participation in any such coverage is barred under the general terms and provisions of the plans and programs under which such coverage is provided, that Employee timely submits or (ii) any such coverage is discontinued or the benefits thereunder materially reduced, Callon shall provide or arrange to provide Executive with benefits substantially similar to those which Executive was entitled to receive under such coverage immediately prior to the Company evidence Notice of Termination. At the end of the period of coverage herein above provided for, Executive shall have the option to have assigned to Executive at no cost and with no apportionment of prepaid premiums, any assignable insurance owned by Callon and relating specifically to Executive and Executive shall be entitled to all health and similar benefits that are or would have been made available to Executive under law. The continued coverage under this Section 4.1(b) shall be provided in a manner that is intended to satisfy an exception to Section 409A of the Code, and therefore not treated as an arrangement providing for nonqualified deferred compensation that is subject to taxation under Section 409A, including (i) providing such benefits on a nontaxable basis to Executive’s payments made , (ii) providing for the reimbursement of medical expenses incurred during the time period during which Executive would be entitled to the COBRA administrator, continuation coverage under a group health plan of the Company will reimburse Executive for the Company’s share of the premiums associated therewith in an amount equal pursuant to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with (i.e., COBRA continuation coverage), (iii) providing that such benefits constitute the period reimbursement or provision of continued coverage set forth in this in-kind benefits payable at a specified time or pursuant to a fixed schedule as permitted under Section 5(b)(iv); provided409A and the authoritative guidance thereunder, however, that in the event Employee obtains or (4) such other employment that offers group health benefits, such continuation of COBRA coverage manner as determined by the Company under in compliance with an exception from being treated as nonqualified deferred compensation subject to Section 409A. (c) Xxxxxx’x obligation to pay severance amounts due to the Executive pursuant to this Section 5(b)(iv4.1, to the extent not already paid, shall cease immediately and such payments will be forfeited if the Executive violates any condition described in Sections 6.1, 6.2 or 6.3 after the Date of Termination. To the extent already paid, should the Executive violate any condition described in Sections 6.1, 6.2 or 6.3 after the Date of Termination, the severance amounts provided hereunder shall be repaid in their entirety by the Executive to Callon with interest at the “applicable federal rate” (as defined in Section 1274(d) of the Code), and all rights to such payments shall immediately ceasebe forfeited.

Termination Without Cause or for Good Reason. In the event of If the Executive’s termination of employment is terminated by the Company without Cause pursuant to Section 4(a)(iv) or by the Executive for with Good Reason pursuant to Section 4(a)(v), in addition to the payments and benefits described in Section 5(a) aboveReason, the Company shallshall pay (unless otherwise noted, subject to Section 20 and Section 5(cin the normal course) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in Executive or provide the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c):following amounts or benefits: (i) Continue to pay to the Executive Annual six months Base Salary during the period beginning on the Date of Termination and ending on the first anniversary (as in effect as of the Date date of Termination (such periodtermination or resignation), the “Severance Period”) payable in accordance with the Company’s regular payroll practice as of the Date of Terminationpractice; (ii) Pay to the Executive an amount equal to the product of (A) the amount of the a Pro Rata Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in such year and (B) the ratio of (x) the number of full months elapsed during the fiscal year during which such termination of employment occurs on or prior to the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occursBonus; (iii) Accelerate the Executive shall be entitled to accelerate vesting of a pro rata amount any outstanding LTIP Awards held by the Executive as of the Annual Equity Award that otherwise would vest at date of his termination, with any options (if applicable) to be exercised before the end earlier of the fiscal option expiration date and one year in which following the Date of Termination occurs, such amount to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years)employment termination date; and (iv) During continued coverage in under the Severance Period, if Company’s health insurance plan for a six month period following his termination date with the Executive elects to continue Company paying its share of the cost of the premiums for such period. If continued coverage under the Company’s group plan would create a plan discrimination issue or is otherwise not permitted, Company will pay to the Executive the cost for the Executive to obtain comparable health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue insurance coverage for the Executive and any eligible dependents under applicable period less the Company group health benefit plans in which amount of the employee share that the Executive and any dependents were entitled would otherwise have had to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for pay under the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees plan (in effect at the Company. The COBRA health continuation period time of termination) for such applicable period, which amount will be paid in a lump sum if permissible under Section 4980B of 409A. All payments to be provided to the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv); provided, however, that in the event Employee obtains other employment that offers group health benefits, such continuation of COBRA coverage by the Company Executive under this Section 5(b)(iv5 shall be subject to the Executive’s compliance with the restrictions in Section 6 and execution, within sixty (60) shall immediately ceasedays of the Executive’s termination, of a general release and waiver of claims against the Company, its officers, directors, employees and agents, in a form acceptable to the Company, from any and all liability arising from the Executive’s employment relationship with the Company (which release will include an agreement between both parties not to disparage the other) that is not revoked.

Termination Without Cause or for Good Reason. In the event of If the Executive’s termination of 's employment with the Companies is terminated by the Company without Cause pursuant to Section 4(a)(ivCompanies (other than for Cause, Disability or Death) or by the Executive for Good Reason pursuant to Section 4(a)(v)Reason, in addition the Executive shall be entitled to the payments and benefits described in Section 5(a) above, the Company shall, subject to Section 20 and Section 5(c) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c):following benefits: (i) Continue to AWHI shall pay to the Executive Annual Base Salary during in a lump sum in cash within 30 days after the period beginning Termination Date (as defined in Section 5) the aggregate of the following amounts: the sum of (A) the Executive's base salary through the Termination Date (to the extent not previously paid), (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Termination Date, and the denominator of which is 365, and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B) and (C) shall be hereinafter referred to as the "Accrued Obligations"); and the amount equal to (A) three multiplied by (B) the sum of (x) the Executive's annual base salary in effect on the Termination Date of and (y) the average bonus paid for the three fiscal years immediately preceding the fiscal year during which the Termination and ending on the first anniversary of the Date of Termination (such period, the “Severance Period”) in accordance with the Company’s regular payroll practice as of the Date of Terminationoccurs; (ii) Pay for 12 months after the Termination Date, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Companies shall continue to provide benefits to the Executive an amount and the Executive's family at least equal to the product of (A) the amount of the Annual Bonus that those which would have been payable provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Termination Date or, if more favorable to the Executive pursuant and his family, in effect generally at any time thereafter with respect to Section 3(b) other peer executives of AWI and AWHI and their affiliated companies; PROVIDED, however, that neither AWI nor AWHI shall be obligated to continue any benefits which cannot be continued for terminated employees of the Companies; and PROVIDED, FURTHER, however, that if the Executive was still employed becomes reemployed with another employer and is eligible to receive substantially equivalent benefits under another employer-provided plan, on terms at least as of the applicable bonus payment date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in such year and (B) the ratio of (x) the number of full months elapsed during the fiscal year during which such termination of employment occurs on or prior favorable to the Date of TerminationExecutive and his family, then the Companies shall no longer be required to provide the benefits described in this clause (y) twelve (12ii). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs; (iii) Accelerate to the vesting extent not previously paid or provided, the Companies shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of a pro rata amount employment under any plan, program, policy, practice, contract or agreement of the Annual Equity Award that otherwise would vest at Companies and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the end "Other Benefits"); (iv) for purposes of determining eligibility (but not the fiscal year in which the Date time of Termination occurs, such amount to based on the number commencement of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%benefits) of the Annual Equity Award that otherwise would vest at Executive for retiree benefits to which the end of fiscal 2014 shall immediately vestExecutive is entitled, and the Executive shall forfeit be considered to have remained employed by the remaining fifty percent (50%) of Companies until 12 months after the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years)Termination Date; and (ivv) During notwithstanding any provisions of any stock incentive or option plan or individual stock option agreement to the Severance Periodcontrary, if effective upon the Termination Date, each outstanding option to purchase shares of Common Stock of AWI then held by the Executive elects to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended shall become (“COBRA”), continue coverage for the Executive and any eligible dependents under the Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for the Company’s share of the premiums associated therewith extent it is not already) immediately exercisable in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv); provided, however, that in the event Employee obtains other employment that offers group health benefits, such continuation of COBRA coverage by the Company under this Section 5(b)(iv) shall immediately ceasefull.

Termination Without Cause or for Good Reason. In If the event of the ExecutiveEmployee’s termination of employment by the Company without Cause pursuant to Section 4(a)(ivEmployer is terminated (x) or by the Executive Employer other than for Cause or (y) by the Employee for Good Reason pursuant to Section 4(a)(v), in addition to the payments and benefits described in Section 5(a) aboveReason, the Company shallEmployer shall pay or provide the Employee with the following, subject to the provisions of Section 20 and Section 5(c) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c):25 hereof: (i) Continue to pay to the Executive Annual Base Salary during the period beginning on the Date of Termination and ending on the first anniversary of the Date of Termination (such period, the “Severance Period”) in accordance with the Company’s regular payroll practice as of the Date of TerminationAccrued Benefits; (ii) Pay to the Executive an amount equal to the product of (A) the amount of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in such year and (B) the ratio of (x) the number of full months elapsed during the fiscal year during which such termination of employment occurs on or prior to the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occursPro Rata Bonus; (iii) Accelerate subject to the vesting of Employee’s continued compliance with the obligations in Sections 9, 10 and 11 hereof, a pro rata amount sum equal to (x) the Employee’s monthly Base Salary rate at the highest rate in effect at any time during the twelve (12) month period prior to the Termination Date plus (y) 1/12 of the Annual Equity Award Target Bonus, paid monthly for a period of twelve (12) months following such termination; provided, that otherwise would vest at if such termination occurs within twenty-four (24) months following a Change of Control (as defined in the end Company’s Legacy Reserves Inc. 2018 Omnibus Plan), such 12-month period shall be increased to 18 and the aggregate applicable amount shall be paid in a lump sum within sixty (60) days of the fiscal year applicable Termination Date; provided, further, that to the extent that the payment of any amount constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (as defined in which the Date of Termination occursSection 25 hereof), any such amount to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award payment scheduled to vest in fiscal 2014 as well as occur during the remainder first sixty (60) days following the termination of employment shall not be paid until the Annual Equity Award first regularly scheduled pay period following the sixtieth (60th) day following such Termination Date and shall include payment of any amount that was otherwise would vest in subsequent fiscal years)scheduled to be paid prior thereto; and (iv) During the Severance Period, if the Executive elects to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for the Executive and any eligible dependents under the Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination. In extent that the event Executive Employee elects to continue with COBRA continuation coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive pay the full cost of the Employee’s COBRA continuation coverage for the Company’s share of the premiums associated therewith in an amount equal maximum period as COBRA continuation coverage is required to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period be provided under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv)applicable law; provided, however, that the benefits described in this Section 8(d)(iv) may be discontinued prior to the event end of the period provided in this Section 8(d)(iv) to the extent, but only to the extent, that the Employee obtains other employment that offers group health benefits, such continuation receives substantially similar benefits from a subsequent employer or to avoid the imposition of COBRA coverage by any excise taxes on the Employer or the Company under for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable). Payments and benefits provided in this Section 5(b)(iv8(d) shall immediately ceasebe in lieu of any termination or severance payments or benefits for which the Employee may be eligible under any of the plans, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation.

Termination Without Cause or for Good Reason. In the event of the that Executive’s termination of employment under this Agreement is terminated by the Company without Cause pursuant to Section 4(a)(iv) or by the Executive for Good Reason pursuant to Section 4(a)(v), in addition to during the payments and benefits described in Section 5(aTerm of Employment: (i) above, the Company shallshall pay or provide to Executive the Accrued Obligations at the times, subject to Section 20 and Section 5(c) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”)same conditions, as of the Release Expiration Date, provided in accordance with Section 20(c): (i8(a) Continue to pay to the Executive Annual Base Salary during the period beginning on the Date of Termination and ending on the first anniversary of the Date of Termination (such period, the “Severance Period”) in accordance with the Company’s regular payroll practice as of the Date of Terminationhereof; (ii) Pay subject to Executive’s signing (and not revoking) a general release of claims in the Executive an amount equal to form attached hereto as Exhibit A (with such changes as may be necessary for changes in applicable law) within twenty-one (21) days or forty-five (45) days, which ever period is required under ADEA (as defined in Exhibit A) following such termination (the product of “Release”): (A) the amount of Company shall pay Executive the Annual Pro Rata Bonus that at such time as the Bonus would have normally been payable to the Executive paid pursuant to Section 3(b4(b) if the Executive was still employed as of the applicable bonus payment date hereof in respect of the fiscal year in which such termination occurred; (B) within sixty (60) days following the Date of Termination, the Company shall pay to Executive a lump sum severance payment equal to the sum of the Base Salary and target Bonus; provided that if the Date of Termination occurs based on actual individual and Company performance goals in such less than sixty (60) days preceding the end of a calendar year and the effective date of the Release would occur before January 1 of the subsequent calendar year, payment shall be made on January 2 of such subsequent calendar year; and (BC) the ratio Company shall pay the costs of (x) continued group life, medical, dental, and vision insurance coverage for Executive and his dependents under the number of full months elapsed during the fiscal year during plans and programs in which such termination of employment occurs on or Executive participated immediately prior to the Date of Termination, to (y) or materially equivalent plans and programs maintained by the Company in replacement thereof, for a period of twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately months following the calendar year in which the Date of Termination occurs; (iii) Accelerate the vesting of a pro rata amount of “Coverage Period”); provided, that in the Annual Equity Award that otherwise would vest at event the end of the fiscal year in medical, dental, and vision plans under which Executive and his dependents were receiving benefits immediately prior to the Date of Termination occursTermination, such amount to based on or any applicable replacement plan or program, is not fully-insured, then in lieu of the number of full (not partial) fiscal months elapsed during such fiscal year (for exampleforegoing, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iv) During the Severance Period, if the Executive timely elects to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and timely pays the monthly premiums for such COBRA coverage, then the Company shall reimburse Executive during the Coverage Period for the amount of such monthly premium that is in excess of the active employee rate (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continue coverage for on a tax grossed-up basis to the Executive and any eligible dependents under extent such monthly premium is taxable to Executive, payable on the first Company group health benefit plans payroll date in which the Executive and any dependents were entitled to participate immediately prior to each month following the Date of Termination. In ; and (iii) all outstanding equity awards held by Executive will become fully vested and all stock options and other exercisable awards will become immediately exercisable and will remain exercisable for a period following the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence Date of Executive’s payments made to the COBRA administrator, the Company will reimburse Termination of (x) ninety (90) days following a termination by Executive for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv); provided, however, that in the event Employee obtains other employment that offers group health benefits, such continuation of COBRA coverage Good Reason and (y) twelve (12) months following a termination by the Company under this Section 5(b)(iv) shall immediately ceasewithout Cause.

Termination Without Cause or for Good Reason. In If, during the event of Employment Period, the Employer shall Terminate Executive’s termination of employment by the Company without Without Cause pursuant to Section 4(a)(iv) or by the Executive shall Terminate Executive’s employment for Good Reason pursuant to Section 4(a)(v)Reason, then in addition to the payments and benefits described in Section 5(a) above, the Company shall, subject to Section 20 and Section 5(c) and subject to the consideration of Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c):services rendered prior to such Termination; (i) Continue to the Employer shall pay to Executive: A. a lump sum in cash on the Executive Annual Base Salary during the period beginning on 30th day after the Date of Termination and ending on the first anniversary of equal to (1) Executive’s Base Salary through the Date of Termination to the extent not theretofore paid, and (such period2) any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1) and (2) shall be hereinafter referred to as the “Severance PeriodAccrued Obligations”) ); and B. a lump sum in accordance with cash on the Company’s regular payroll practice as of 30th day after the Date of Termination; (ii) Pay to the Executive an amount Termination equal to the product of (A1) Executive’s aggregate cash bonus for the amount last completed fiscal year, whether paid to Executive under Section 6 above or otherwise paid to Executive, and (2) a fraction, the numerator of which is the Annual Bonus that would have been payable to number of days in the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the current fiscal year in which through the Date of Termination occurs based on actual individual and Company performance goals the denominator of which is 365; and C. in such year and five (B) the ratio of (x) the number of full months elapsed during the fiscal year during which such termination of employment occurs on or prior to the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b5) as if the Executive was still employed nearly as equal as possible semi-annual installments, beginning on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which 30th day after the Date of Termination occursan amount equal to two point fifty (2.50) times Executive’s Base Salary; (ii) for a period of 12 months from and after the Date of Termination the Employer shall continue to provide benefits to Executive and/or Executive’s family at least equal to those which would have been provided to them in accordance with the Insurance Benefit Plans if Executive’s employment had not been Terminated; provided, however, that if Executive becomes employed with another employer and is eligible to receive substantially the same benefits under the other employer’s plans as Executive would receive under the Insurance Benefit Plans under this item (ii), the benefits provided under this item (ii) shall be terminated; (iii) Accelerate to the vesting of a pro rata amount of extent not theretofore paid or provided, the Annual Equity Award that otherwise would vest at the end of the fiscal year in Employer shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided herein or which the Date of Termination occurs, such amount Executive is eligible to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years)receive under any Welfare Benefit Plan; and (iv) During the Severance Period, if the Executive elects to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for the Executive and any eligible dependents under the Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv); provided, however, that in if during the event Employee obtains other employment that offers group health benefitsRestricted Period Executive violates Section 12, no payments otherwise due following the date of such continuation of COBRA coverage by the Company violation shall be due or paid under this Section 5(b)(iv) shall immediately ceaseitem (i)(C).

Termination Without Cause or for Good Reason. In If, during the event of Employment Period, the Employer shall Terminate Executive’s termination of employment by the Company without Without Cause pursuant to Section 4(a)(iv) or by the Executive shall Terminate Executive’s employment for Good Reason pursuant to Section 4(a)(v)Reason, then in addition to the payments and benefits described in Section 5(a) above, the Company shall, subject to Section 20 and Section 5(c) and subject to the consideration of Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c):services rendered prior to such Termination; (i) Continue to the Employer shall pay to Executive a lump sum in cash on the Executive Annual Base Salary during the period beginning on 30th day after the Date of Termination and ending on equal to the first anniversary aggregate of the following amounts: A. the sum of (1) Executive’s Base Salary through the Date of Termination to the extent not theretofore paid, and (such period2) any accrued vacation, sick and other leave pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1) and (2) shall be hereinafter referred to as the “Severance PeriodAccrued Obligations”) in accordance with ); and B. the Company’s regular payroll practice as of the Date of Termination; (ii) Pay to the Executive an amount equal to the product of (A1) the amount number of the Annual Bonus days that would have been payable to remained in the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which Employment Period from and after the Date of Termination occurs based on actual individual and Company performance goals in such year had the Termination not occurred (the “Remaining Employment Period”), and (B2) Executive’s Base Salary divided by 365; and C. the ratio product of (x1) Executive’s aggregate cash bonus for the last completed fiscal year, whether paid to Executive under Section 6 above or otherwise paid to Executive, and (2) a fraction, the numerator of which is the number of full months elapsed during days in the current fiscal year during which such termination of employment occurs on or prior to the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which through the Date of Termination occurs; (iii) Accelerate and the vesting denominator of a pro rata amount of the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Date of Termination occurs, such amount to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years)365; and (ivii) During for the Severance Remaining Employment Period, if or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Employer shall continue to provide benefits to Executive elects and/or Executive’s family at least equal to continue coverage under the Company’s group health plan those which would have been provided to them in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for the Executive and any eligible dependents under the Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Welfare Benefit Plans if Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv)employment had not been Terminated; provided, however, that in if Executive becomes employed with another employer and is eligible to receive substantially the event Employee obtains other employment that offers group health same benefits under the welfare benefit plans of the successor employer as Executive would receive under the Welfare Benefit Plans under this item (ii), the benefits provided under this item (ii) shall be secondary to those provided under such successor employer’s plans during such applicable period of eligibility. For purposes of determining eligibility and years-of-service credit (but not the time of commencement of benefits) of Executive for retiree benefits pursuant to such Welfare Benefit Plans, such continuation of COBRA coverage to the extent permitted by the Company terms of the Welfare Benefit Plans, Executive shall be considered to have remained employed throughout the Remaining Employment Period and to have retired on the last day of such period; and (iii) to the extent not theretofore paid or provided, the Employer shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided herein or which Executive is eligible to receive under this Section 5(b)(iv) shall immediately ceaseany Welfare Benefit Plan.

Termination Without Cause or for Good Reason. In If, during the event of Employment Period, the Employer shall Terminate Executive’s termination of employment by the Company without Without Cause pursuant to Section 4(a)(iv) or by the Executive shall Terminate Executive’s employment for Good Reason pursuant to Section 4(a)(v)Reason, then in addition to the payments and benefits described in Section 5(a) above, the Company shall, subject to Section 20 and Section 5(c) and subject to the consideration of Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c):services rendered prior to such Termination; (i) Continue to the Employer shall pay to Executive: A. a lump sum in cash on the Executive Annual Base Salary during the period beginning on 30th day after the Date of Termination and ending on the first anniversary of equal to (1) Executive’s Base Salary through the Date of Termination to the extent not theretofore paid, and (such period2) any accrued vacation, sick and other leave pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1) and (2) shall be hereinafter referred to as the “Severance PeriodAccrued Obligations”) ); and B. a lump sum in accordance with cash on the Company’s regular payroll practice as of 30th day after the Date of Termination; (ii) Pay to the Executive an amount Termination equal to the product of (A1) Executive’s aggregate cash bonus for the last completed fiscal year, whether paid to Executive under Section 6 above or otherwise paid to Executive, and (2) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination and the denominator of which is 365; and C. Executive’s Base Salary in monthly installments over the remainder of the Employment Period occurring after the Date of Termination (the “Remainder”). (ii) for the Remainder, the Employer shall continue to provide benefits to Executive and/or Executive’s family at least equal to those which would have been provided to them in accordance with the Insurance Benefit Plans if Executive’s employment had not been Terminated; provided, however, that if Executive becomes employed with another employer and is eligible to receive substantially the same benefits under the other employer’s plans as Executive and/or Executive’s family would receive under the Insurance Benefit Plans under this item (ii), the benefits provided under this item (ii) shall be secondary to those provided under such other employer’s plans during such applicable period of eligibility; and, provided further, that with respect Insurance Benefit Plans, upon the conclusion of any applicable COBRA period, the Employer may elect to discontinue the coverages under such Insurance Benefit Plans and to pay Executive in cash the amount of the Annual Bonus that would have been payable to applicable annual premium paid by the Executive pursuant to Section 3(bEmployer for the preceding twelve (12) if month period for such discontinued coverages multiplied by the Executive was still employed as fraction of the applicable bonus payment date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in such year and (B) the ratio of (x) the number of full months elapsed during days remaining in the fiscal year during which such termination of employment occurs on or prior Remainder is the numerator and 365 is the denominator (the election set forth in this proviso being referred to herein as the Date of Termination, to (y) twelve (12“Employer Benefit Election”). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs; (iii) Accelerate to the vesting of a pro rata amount of extent not theretofore paid or provided, the Annual Equity Award that otherwise would vest at the end of the fiscal year in Employer shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided herein or which the Date of Termination occurs, such amount Executive is eligible to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years)receive under any Welfare Benefit Plan; and (iv) During the Severance Period, if the Executive elects to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for the Executive and any eligible dependents under the Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv); provided, however, that in if during the event Employee obtains other employment that offers group health benefitsRestricted Period Executive violates Section 12, no payments shall be due under item (i)(C) and any such continuation of COBRA coverage payment previously made shall be repaid by the Company under this Section 5(b)(iv) shall immediately ceaseExecutive.

Termination Without Cause or for Good Reason. In Following Change in Control Prior to June 30, 2014. If, within 12 months of a Change in Control (as defined below), the event of the Company terminates Executive’s termination of employment by without Cause (as defined below), or Executive resigns from the Company without Cause pursuant to Section 4(a)(iv) or by the Executive for Good Reason pursuant to Section 4(a)(v(as defined below), in addition to the payments and benefits described in Section 5(a) above, the Company shall, subject to Section 20 and Section 5(c) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c): (i) Continue to pay to the Executive Annual Base Salary during the period beginning on the Date of Termination and ending on the first anniversary of the Date of Termination (such period, the “Severance Period”) in accordance with the Company’s regular payroll practice as of the Date of Termination; (ii) Pay to the Executive an amount equal to the product of (A) the amount of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in such year and (B) the ratio of (x) the number of full months elapsed during the fiscal year during which such termination of employment occurs on or prior to the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs; (iii) Accelerate the vesting of a pro rata amount of the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Date of Termination occurs, such amount to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent Executive shall be entitled to receive (50%1) the Accrued Compensation; (2) an amount equal to his then current Base Salary for a period of 18 months, provided that Executive is not in breach of the Annual Equity Award covenants set forth in Section 7; (3) payment of COBRA premiums for Executive, his spouse and his dependents for a period of 18 months, provided that otherwise would vest at (i) the end of fiscal 2014 Company shall immediately vest, pay premiums for Executive’s spouse and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iv) During the Severance Period, if the Executive elects to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue dependents only for coverage for the Executive and any eligible dependents under the Company group health benefit plans in which the Executive Executive’s spouse and any dependents were entitled to participate enrolled immediately prior to the Date of Termination. In termination without Cause or for Good Reason and (ii) if at any time the event Executive elects to continue with COBRA coverageCompany determines, providedin its sole discretion, that Employee timely submits the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the Company evidence 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of Executive’s payments made to providing the COBRA administratorpremiums, the Company will reimburse instead pay Executive on the last day of each remaining month the Company would have paid the COBRA premiums, a fully taxable cash payment equal to the COBRA premiums for that month, subject to all previously authorized or legally required deductions and withholdings; (4) a lump sum equal to 100% of Executive’s target incentive bonus for 12 months, plus 100% of a pro rata portion of Executive’s target incentive bonus for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at current fiscal year (which lump sum shall assume all applicable performance metrics and objectives have been obtained by Executive and/or the Company); and (5) accelerated vesting of all of Executive’s stock options. The COBRA health continuation period under Section 4980B of Base Salary amount shall be paid in a lump sum as soon as practicable but no later than sixty (60) days after the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv)effective termination date; provided, however, that in such payment shall not be made unless and until Executive has had a “separation from service” within the event Employee obtains other employment that offers group health benefits, such continuation meaning of COBRA coverage by Section 409A of the Company under this Code and the requirements of Section 5(b)(iv) shall immediately cease5.4 have been met.

Termination Without Cause or for Good Reason. In If the event of the ExecutiveEmployee’s termination of employment by the Company without Cause pursuant to Section 4(a)(ivEmployer is terminated (x) or by the Executive Employer other than for Cause or (y) by the Employee for Good Reason pursuant to Section 4(a)(v), in addition to the payments and benefits described in Section 5(a) aboveReason, the Company shallEmployer shall pay or provide the Employee with the following, subject to the provisions of Section 20 and Section 5(c) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c):25 hereof: (i) Continue to pay to the Executive Annual Base Salary during the period beginning on the Date of Termination and ending on the first anniversary of the Date of Termination (such period, the “Severance Period”) in accordance with the Company’s regular payroll practice as of the Date of TerminationAccrued Benefits; (ii) Pay to the Executive an amount equal to the product of (A) the amount of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in such year and (B) the ratio of (x) the number of full months elapsed during the fiscal year during which such termination of employment occurs on or prior to the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occursPro Rata Bonus; (iii) Accelerate subject to the vesting of Employee’s continued compliance with the obligations in Sections 9, 10 and 11 hereof, a pro rata amount sum equal to (x) the Employee’s monthly Base Salary rate at the highest rate in effect at any time during the thirty-six (36) month period prior to the Termination Date plus (y) 1/12 of the Annual Equity Award Target Bonus, paid monthly for a period of twenty-four (24) months following such termination; provided, that otherwise would vest at if such termination occurs within twenty-four (24) months following a Change of Control (as defined in the end Company’s Legacy Reserves Inc. 2018 Omnibus Plan), such 24-month period shall be increased to 36 and the aggregate applicable amount shall be paid in a lump sum within sixty (60) days of the fiscal year applicable Termination Date; provided, further, that to the extent that the payment of any amount constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (as defined in which the Date of Termination occursSection 25 hereof), any such amount to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award payment scheduled to vest in fiscal 2014 as well as occur during the remainder first sixty (60) days following the termination of employment shall not be paid until the Annual Equity Award first regularly scheduled pay period following the sixtieth (60th) day following such Termination Date and shall include payment of any amount that was otherwise would vest in subsequent fiscal years)scheduled to be paid prior thereto; and (iv) During the Severance Period, if the Executive elects to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for the Executive and any eligible dependents under the Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination. In extent that the event Executive Employee elects to continue with COBRA continuation coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive pay the full cost of the Employee’s COBRA continuation coverage for the Company’s share of the premiums associated therewith in an amount equal maximum period as COBRA continuation coverage is required to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period be provided under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv)applicable law; provided, however, that the benefits described in this Section 8(d)(iv) may be discontinued prior to the event end of the period provided in this Section 8(d)(iv) to the extent, but only to the extent, that the Employee obtains other employment that offers group health benefits, such continuation receives substantially similar benefits from a subsequent employer or to avoid the imposition of COBRA coverage by any excise taxes on the Employer or the Company under for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable). Payments and benefits provided in this Section 5(b)(iv8(d) shall immediately ceasebe in lieu of any termination or severance payments or benefits for which the Employee may be eligible under any of the plans, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation.

Termination Without Cause or for Good Reason. In the event of that your employment with the Executive’s termination of employment Company is terminated by the Company without Cause pursuant to Section 4(a)(iv) or by the Executive you for Good Reason pursuant to Section 4(a)(v)Reason, in addition to the payments and benefits described in Section 5(a) above, the Company shall, subject to Section 20 and Section 5(c) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c): then (i) Continue all options which have vested shall continue to pay to the Executive Annual Base Salary during the period beginning on the Date of Termination and ending on the first anniversary of the Date of Termination (such period, the “Severance Period”) be exercisable in accordance with the terms of Section 2(c) of this Agreement, the Company’s regular payroll practice as of the Date of Termination; 's stock option plan and applicable legal requirements; (ii) Pay all payments of Base Salary and bonuses accrued but unpaid on the date of termination, as well as all expenses incurred to the Executive an amount equal to the product date of (A) the amount of the Annual Bonus that would have been termination, shall be due and payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in such year and (B) the ratio of (x) the number of full months elapsed during the fiscal year during which such termination of employment occurs on or prior to the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs; you immediately; (iii) Accelerate subject to the vesting provisions of a pro rata amount of the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Date of Termination occurs, such amount to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014Section 5 hereof, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 all unvested options shall immediately vestbecome fully vested and exercisable, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years)your unvested options shall terminate; and (iv) During the Severance Period, if the Executive elects to continue coverage under the Company’s group health plan Company shall forgive all amounts owed by you in accordance connection with the Consolidated Omnibus Budget Reconciliation Act Loan and make any necessary Gross-Up Payment; (v) the Company shall pay to you a severance payment, in monthly installments, equal to your Base Salary plus the lesser of 1985, as amended (“COBRA”), continue coverage your full annual target bonus for the Executive and any eligible dependents under then current calendar year (which shall be equal to thirty percent (30%) of your then current Base Salary) or the Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date average of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive your actual annual bonuses for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays previous two (2) calendar years, for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the a period of continued coverage set forth in this Section 5(b)(iv)twelve (12) months; provided, however, that either in the event Employee obtains you are terminated without Cause within twelve (12) months after the Effective Time or the termination is a result of a Change of Control (whether due to termination without Cause or your termination for Good Reason following a Change of Control) the amount of such severance payment shall be eighteen (18) months' severance; provided, further, that in the event you obtain other employment that offers group health benefitsduring the applicable twelve (12) or eighteen (18) months severance period, your severance payments thereafter shall be reduced on a prospective basis (not to less than 0) in the amount of cash compensation received by you during the remainder of such continuation of COBRA coverage by applicable severance period; and (vi) the Company shall be responsible for all costs relating to maintaining your Health Care Coverage for you and your dependents under this Section 5(b)(ivCOBRA for the shorter of eighteen (18) months or for so long as allowed by law; provided, however, that such Health Care Coverage shall immediately ceaseterminate upon your obtaining comparable Health Care Coverage from a future employer (after taking into account any waiting periods for such coverage to become effective).

Termination Without Cause or for Good Reason. In the event of the If Executive’s employment is terminated (including termination of employment by the Company without Cause due to Executive’s death) other than pursuant to Section 4(a)(iv) Sections 3.1 or by the 3.2 or if Executive shall terminate his employment for Good Reason pursuant to Section 4(a)(v)Reason, in addition to the payments and benefits described in Section 5(a) above, the Company shallthen, subject to Section 20 and Section 5(cSections 4.1(c) and subject 4.2, and provided that the Executive signs a general release in a form provided by Callon that releases Callon from any and all claims that the Executive may have, and the Executive affirmatively agrees not to violate the provisions of Article 6, the Executive shall be entitled, if such termination occurred within two (2) years following the effective date of a Change of Control (or in the case of termination due to Executive’s death, if such termination occurred within six (6) months following the effective date of a Change of Control), to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c):following benefits: (ia) Continue to Callon shall pay to the Executive Annual Base Salary during in a lump sum, in cash, on the period beginning on date which is six (6) months following his Date of Termination, an amount equal to three (3) times the sum of: (i) the Executive’s annual base salary as in effect immediately prior to the Change of Control or, if higher, in effect immediately prior to the Date of Termination and ending on the first anniversary of the Date of Termination (such period, the “Severance Period”) in accordance with the Company’s regular payroll practice as of the Date of Termination; (ii) Pay to the Executive an amount equal to the product of greater of: (A) the amount of average bonus (under all Callon bonus plans for which the Annual Bonus that would have been payable Executive is eligible) earned with respect to the Executive pursuant to Section 3(bthree most recently completed full fiscal years or (B) if the target bonus (under all Callon bonus plans for which the Executive was still employed as of the applicable bonus payment date in respect of is eligible) for the fiscal year in which the Date Change of Termination occurs Control occurs, based on actual individual and Company performance goals in such year and (B) a forecast that has been approved by the ratio of (x) the number of full months elapsed during the fiscal year during which such termination of employment occurs on or prior to the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, Board of the calendar year immediately following the calendar year in which the Date of Termination occurs; (iii) Accelerate the vesting of a pro rata amount of the Annual Equity Award that otherwise would vest at the end of results for the fiscal year in which the Change of Control occurs. (b) Callon shall, at its expense, maintain in full force and effect for Executive’s continued benefit until thirty-six (36) months after the Date of Termination occursall life, such amount disability, medical, dental, accident and health insurance coverage to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and which Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iv) During the Severance Period, if the Executive elects to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for the Executive and any eligible dependents under the Company group health benefit plans in which the Executive and any dependents were was entitled to participate immediately prior to the Date Notice of Termination. In the event Executive elects to continue with COBRA coverage, that (i) Executive’s participation in any such coverage is barred under the general terms and provisions of the plans and programs under which such coverage is provided, that Employee timely submits or (ii) any such coverage is discontinued or the benefits thereunder materially reduced, Callon shall provide or arrange to provide Executive with benefits substantially similar to those which Executive was entitled to receive under such coverage immediately prior to the Company evidence Notice of Termination. At the end of the period of coverage herein above provided for, Executive shall have the option to have assigned to Executive at no cost and with no apportionment of prepaid premiums, any assignable insurance owned by Callon and relating specifically to Executive and Executive shall be entitled to all health and similar benefits that are or would have been made available to Executive under law. The continued coverage under this Section 4.1(b) shall be provided in a manner that is intended to satisfy an exception to Section 409A of the Code, and therefore not treated as an arrangement providing for nonqualified deferred compensation that is subject to taxation under Section 409A, including (i) providing such benefits on a nontaxable basis to Executive’s payments made , (ii) providing for the reimbursement of medical expenses incurred during the time period during which Executive would be entitled to the COBRA administrator, continuation coverage under a group health plan of the Company will reimburse Executive for the Company’s share of the premiums associated therewith in an amount equal pursuant to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with (i.e., COBRA continuation coverage), (iii) providing that such benefits constitute the period reimbursement or provision of continued coverage set forth in this in-kind benefits payable at a specified time or pursuant to a fixed schedule as permitted under Section 5(b)(iv); provided409A and the authoritative guidance thereunder, however, that in the event Employee obtains or (4) such other employment that offers group health benefits, such continuation of COBRA coverage manner as determined by the Company under in compliance with an exception from being treated as nonqualified deferred compensation subject to Section 409A. (c) Xxxxxx’x obligation to pay severance amounts due to the Executive pursuant to this Section 5(b)(iv4.1, to the extent not already paid, shall cease immediately and such payments will be forfeited if the Executive violates any condition described in Sections 6.1, 6.2 or 6.3 after the Date of Termination. To the extent already paid, should the Executive violate any condition described in Sections 6.1, 6.2 or 6.3 after the Date of Termination, the severance amounts provided hereunder shall be repaid in their entirety by the Executive to Callon with interest at the “applicable federal rate” (as defined in Section 1274(d) of the Code), and all rights to such payments shall immediately ceasebe forfeited.

Termination Without Cause or for Good Reason. In the event of If the Executive’s termination of 's employment with the Company is terminated by the Company without Cause pursuant to Section 4(a)(iv(other than for Cause, Disability or death) or by the Executive for Good Reason pursuant to Section 4(a)(v)within 18 months following the Change in Control Date, in addition then the Executive shall be entitled to the payments and benefits described in Section 5(a) above, the Company shall, subject to Section 20 and Section 5(c) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c):following benefits: (i) Continue to the Company shall pay to the Executive Annual Base Salary during the period beginning on in a lump sum in cash within 30 days after the Date of Termination and ending on the first anniversary aggregate of the Date of Termination (such period, the “Severance Period”) in accordance with the Company’s regular payroll practice as of the Date of Termination;following amounts: (ii1) Pay to the Executive an amount equal to the product sum of (A) the amount of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which Executive's base salary through the Date of Termination occurs based on actual individual and Company performance goals in such year and Termination, (B) the ratio product of (x) the higher of the Executive’s target bonus as in effect immediately prior to the Measurement Date or the Termination Date and (y) a fraction, the numerator of which is the number of full months elapsed during days in the current fiscal year during which such termination of employment occurs on or prior to through the Date of Termination, and the denominator of which is 365 and (C) the amount of any accrued vacation pay, to the extent not previously paid (y) twelve the sum of the amounts described in clauses (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(cA), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs; (iii) Accelerate the vesting of a pro rata amount of the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Date of Termination occurs, such amount to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vestB), and Executive (C) shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled be hereinafter referred to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years“Accrued Obligations”); and (iv2) During an amount equal to (a) two multiplied by (b) the Severance Periodsum of (x) the higher of the Executive’s annual base salary as in effect immediately prior to the Measurement Date or the Termination Date and (y) the higher of the Executive’s target bonus as in effect immediately prior to the Measurement Date or the Termination Date. (ii) for two years after the 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 to provide medical, dental and life insurance benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive elects to continue coverage under the Company’s group health plan Executive's employment had not been terminated, in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985applicable medical, as amended (“COBRA”)dental and life insurance Benefit Plans in effect on the Measurement Date or, continue coverage for if more favorable to the Executive and the Executive’s family, in effect generally at any eligible dependents under time thereafter with respect to other peer executives of the Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv)its affiliated companies; provided, however, that in (A) if the event Employee obtains other employment that offers group health benefitsterms of a medical, such continuation of COBRA coverage dental or life insurance Benefit Plan do not permit continued participation therein by a former employee, then an equitable arrangement shall be made by the Company (such as a substitute or alternative plan) to provide as substantially equivalent a benefit as is reasonably possible and (B) if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., medical insurance benefits) from such employer on terms at least as favorable to the Executive and the Executive’s family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and the Executive’s family; and (iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under this Section 5(b)(ivany plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (other than severance benefits) (such other amounts and benefits shall immediately ceasebe hereinafter referred to as the “Other Benefits”).

Termination Without Cause or for Good Reason. In the event of If the Executive’s termination of employment with the Company is terminated by the Company without Cause pursuant to Section 4(a)(iv) or by the Executive for Good Reason pursuant to Section 4(a)(v)Reason, then in addition to the payments and benefits amounts described in Section 5(asubsection (a), and provided that the Executive timely signs a release of claims in the form attached hereto as Exhibit A (adjusted as necessary to conform to then-existing legal requirements in a manner reasonably acceptable to the Company and the Executive) above(a “Full Release”) and does not revoke the Release as provided therein, the Company shall pay or provide to the Executive the following: (i) The Company shall, subject to the provisions of Section 20 and Section 5(c4, pay the Executive as severance pay the following cash amounts: (A) and subject to A single sum on the 60th day following the date of the Executive’s execution and non-revocation of a waiver and release of claims agreement Separation from Service (as that term is defined in the CompanyExecutive’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c): (iKey Executive Employment and Severance Agreement) Continue to pay to the Executive Annual Base Salary during the period beginning on the Date of Termination and ending on the first anniversary of the Date of Termination (such period, the “Severance Period”) in accordance with the Company’s regular payroll practice as of the Date of Termination; (ii) Pay to the Executive an amount equal to the product of two times the Annual Cash Compensation (Aas defined below); and (B) If the amount Executive will not receive a bonus with respect to the fiscal year in which such termination occurs under the bonus plan then in effect solely as a result of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable Executive’s termination, a pro rata bonus payment date in respect of for the fiscal year in which the Date of Termination termination occurs in an amount equal to the bonus (if any) that the Executive would have received (based on achievement of actual individual and Company performance goals goals, but determined without regard to any discretionary negative adjustments) had he remained employed through the entire fiscal year multiplied by a fraction representing the portion of the fiscal year through the termination date during which the Executive served the Company, payable at the same time that the bonus would have been paid had the Executive remained in such year and employment; and (ii) During the period ending on the earlier of (A) twenty-four (24) months following the date of the Executive’s Separation from Service or (B) the ratio of (x) date the number of full months elapsed during Executive becomes employed on a substantially full-time basis, the fiscal year during which such termination of employment occurs on or prior Company shall make available to the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs; (iii) Accelerate the vesting of a pro rata amount of the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Date of Termination occurs, such amount to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iv) During the Severance Period, if the Executive elects to continue coverage under the Company’s group health plan medical, dental and life insurance (but not short or long term disability) plans on the same terms as such plans are made available to the Company’s salaried employees generally; provided that any period of continued medical and dental coverage pursuant to this provision shall be credited against (reduce) the maximum period of continuation coverage that the Executive (or any other qualified beneficiary with respect to the Executive) is permitted to elect in accordance with the Consolidated Omnibus Budget Reconciliation Act COBRA or any successor provision thereto; and provided further that, if provision of 1985, as amended (“COBRA”), continue coverage for the Executive and any eligible dependents under such health benefits would subject the Company group health benefit plans in which the Executive and any dependents were entitled or its benefits arrangements to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coveragea penalty or adverse tax treatment, provided, that Employee timely submits to then the Company evidence of Executive’s payments made shall provide a cash payment to the COBRA administrator, the Company will reimburse Executive for the Company’s share of the premiums associated therewith Employee in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv); provided, however, that in the event Employee obtains other employment that offers group health benefits, such continuation of COBRA coverage reasonably determined by the Company under this Section 5(b)(iv) shall immediately ceaseto be equivalent to the portion of the COBRA premiums that the Company would have paid for such benefits.

Termination Without Cause or for Good Reason. In (a) If (1) Executive's employment is terminated by Company or Castlewood (US) for any reason other than Cause or the event death or disability of the Executive’s termination of , or (2) Executive's employment is terminated by the Company without Cause pursuant to Section 4(a)(iv) or by the Executive for Good Reason pursuant to Section 4(a)(v), in addition to the payments and benefits described in Section 5(a) above, the Company shall, subject to Section 20 and Section 5(c) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(cdefined herein): (i) Continue to Castlewood (US) shall pay to the Executive Annual Base Salary during the period beginning on the Date of Termination and ending on the first anniversary of the Date of Termination any amounts (such periodincluding salary, the “Severance Period”bonuses, expense reimbursement, etc.) in accordance with the Company’s regular payroll practice that have been fully earned by, but not yet paid to, Executive under this Agreement as of the Date date of Terminationsuch termination; (ii) Pay Castlewood (US) shall pay Executive a lump sum amount equal to three times the Base Salary payable to him on the 10th day following the date of such termination or if Executive is at such time a "specified employee" for purposes of Section 409A, on the first business day following the six month anniversary of such termination; (iii) Executive shall be entitled to continue to receive medical benefits coverage (as described in Section 3.3) for Executive and Executive's spouse and dependents (if any) at Castlewood (US)'s expense for a period ending on December 31 of the second calendar year commencing on the date of termination; (iv) Anything to the contrary in any other agreement or document notwithstanding, each outstanding equity incentive award granted to Executive before, on or within three years after the Closing Date shall become immediately vested and exercisable on the date of such termination; and (v) In addition, if, for the year in which Executive is terminated, Company achieves the performance goals established in accordance with any incentive plan in which Executive participates, Castlewood (US) shall pay an amount equal to the product of (A) the amount of the Annual Bonus bonus that Executive would have received had he been payable to employed by Company or Castlewood (US) for the Executive pursuant to Section 3(b) if full year; such amount shall be paid on the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals set forth in such year bonus plan or, if later and (B) if required to comply with Section 409A, on the ratio first business day after the six month anniversary of (x) the number of full months elapsed during the fiscal year during which such termination of employment occurs on or prior to the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs;employment. (iiib) Accelerate Upon making the vesting of a pro rata amount of the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Date of Termination occurs, such amount to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iv) During the Severance Period, if the Executive elects to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for the Executive and any eligible dependents under the Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth described in this Section 5(b)(iv); provided4.4, however, that in the event Employee obtains other employment that offers group health benefits, such continuation of COBRA coverage by the Company and Castlewood (US) shall have no further obligation to Executive under this Section 5(b)(iv) shall immediately ceaseAgreement.

Termination Without Cause or for Good Reason. In the event of 4.2.1. If the Executive’s 's employment by the Company ceases due to a termination of employment by the Company without Cause pursuant to Section 4(a)(iv) or a resignation by the Executive for Good Reason pursuant to Section 4(a)(v)Reason, then, in addition to the payments and benefits described provided for in Section 5(a) above, the Company shall, 4.1 above and subject to Section 20 and Section 5(c8 below: (a) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c): (i) Continue to Company will pay to the Executive Annual Base Salary during the period beginning on the Date date of Termination and ending on the first anniversary of the Date of Termination (such period, the “Severance Period”) in accordance with the Company’s regular payroll practice as of the Date of Termination; (ii) Pay to the Executive an termination a cash amount equal to the product sum of (Ai) one year of the Executive's Base Salary as in effect on such date, and (ii) the amount of the target Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the amount applicable bonus payment date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in such year and (B) the ratio of (x) the number of full months elapsed during the fiscal year during which such termination of employment occurs on or prior to the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately following for the calendar year in which the Date of Termination occurs; (iii) Accelerate the vesting of a pro rata amount of the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Date of Termination termination occurs, such amount to based on the number of full (not partialb) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iv) During the Severance Period, if the Executive elects to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for the Executive and any eligible dependents under the Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administratorextent not previously paid, the Company will reimburse pay to the Executive for any Annual Bonus payable with respect to a calendar year that ended prior to that termination, and (c) all outstanding stock options then held by the Executive (including the Stock Option) will immediately become vested and exercisable with respect to that number of additional shares of the Company’s share 's common stock with respect to which such stock options would have become vested and exercisable had the Executive remained continuously employed by the Company for an additional 12 months following his termination of employment and will remain exercisable for 12 months following the Executive's termination of employment; provided that if the Company's obligation to make the payments provided for in this Section 4.2.1 arises due to a termination of the premiums associated therewith Executive's employment due to his death or Disability (as defined below), the cash payments described in an clauses (a) and (b) of this Section 4.2.1 will be offset by the amount equal of benefits paid to what the Executive (or his representative(s), heirs, estate or beneficiaries) pursuant to the life insurance or long-term disability plans, policies or arrangements of the Company pays by virtue of his death or that Disability (including, for this purpose, only that portion of such life insurance or disability benefits funded by the health insurance premiums Company or by premium payments made by the Company). 4.2.2. For purposes of this Agreement, the Executive's employment will be deemed to have been terminated without "Cause" if his employment is terminated as a result of his death or Disability or is terminated by the Company other executive level employees at than as a result of fraud, embezzlement, or any other illegal act committed intentionally by the Executive in connection with the commencement of his employment or the performance of his duties as an officer or director of the Company. The COBRA health continuation period under Section 4980B For purposes of this Agreement, "Disability" means the Code shall run concurrently with the period Executive's inability, by reason of continued coverage set forth in any physical or mental impairment, to substantially perform his regular duties as contemplated by this Section 5(b)(iv); providedAgreement, however, that in the event Employee obtains other employment that offers group health benefits, such continuation of COBRA coverage as determined by the Company under this Section 5(b)(iv) shall immediately ceaseBoard in its sole discretion (after affording the Executive the opportunity to present his case), which inability is reasonably contemplated to continue for at least one year from its commencement and at least 90 days from the date of such determination.

Termination Without Cause or for Good Reason. In the event of the Executive’s termination of employment If there is a Separation from Service initiated by the Company without Cause pursuant to Section 4(a)(iv) Cause, or by the resulting from Executive for initiating a Separation from Service with Good Reason pursuant to Section 4(a)(v)Reason, in addition to the payments and benefits described in Section 5(a) above, the Company shall, subject to Section 20 and Section 5(c) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c): (i) Continue to pay Executive shall receive all Accrued Benefits, (ii) Executive’s pension benefit under the Non-Qualified Plan shall be based on the amount accrued to the Executive Annual Base Salary date of termination, plus the additional amount that would have accrued during the period beginning on the Date of Termination next two years if Executive would have remained employed and ending on the first anniversary of the Date of Termination received compensation described in clause (iii) below, such period, the “Severance Period”) pension benefit to be paid in accordance with the CompanyNon-Qualified Plan, (iii) an amount of severance pay equal to two times Executive’s regular payroll practice deemed annual cash compensation, which shall be (A) Executive’s Base Salary in effect as of the Date date of Termination; Separation from Service, multiplied by (iiB) Pay 100% plus the target bonus opportunity percentage in effect for Annual Bonus Plan purposes for the fiscal year ended May 27, 2007, (iv) Executive will be entitled to a pro rata annual bonus under the Annual Bonus Plan for the year of termination, based on actual performance and payable when bonuses are paid to other senior executives (but no later than two and one-half months after the end of the fiscal year with respect to which such bonus is determined); and (v) Executive and his dependents shall be entitled to continued participation (at Executive’s after-tax expense for the entire cost of coverage to the extent necessary to avoid Executive recognizing taxable income related to such coverage under Internal Revenue Code Section 105(h)) in all health and welfare plans or programs that are exempt from 409A in which Executive and such dependents were participating on the date of the termination until the earlier of (a) the second anniversary of termination of employment, and (b) the date, or dates, Executive receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such coverages and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit basis); provided that, to the extent Executive is precluded from continuing participation in any such plan or program as provided in this Section or must pay the expense thereof, the Company shall pay to Executive an amount equal to the product of (A) the amount of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in such year and (B) the ratio sum of (x) with respect to insured benefits, the number present value (discounted using the then published 2-year Treasury rate) of full months elapsed during the fiscal year during which such termination premiums expected for coverage or that would be paid by Executive if Executive were to continue coverage at his expense pursuant hereto, less any active employee portion of employment occurs on or prior to the Date of Terminationpremiums, to plus (y) twelve with respect to benefits not insured, the present value (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if discounted using the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar then published 2-year immediately following the calendar year in which the Date of Termination occurs; (iii) Accelerate the vesting of a pro rata amount of the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Date of Termination occurs, such amount to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%Treasury rate) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iv) During the Severance Period, if the Executive elects to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for the Executive and any eligible dependents under the Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits expected gross cost per employee to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv); provided, however, that in the event Employee obtains other employment that offers group health benefits, provide such continuation of COBRA coverage by the Company under this Section 5(b)(iv) shall immediately ceasebenefits less active employee contributions.

Termination Without Cause or for Good Reason. In If your employment with the event of the Executive’s termination of employment Company is terminated by the Company without Cause pursuant to Section 4(a)(iv(other than for Cause, Disability or your death) or by the Executive you for Good Reason pursuant to Section 4(a)(v)within 24 months following a Change in Control, in addition then you shall be entitled to the payments and benefits described in Section 5(a) above, the Company shall, subject to Section 20 and Section 5(c) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c):following benefits: (i) Continue to the Company shall pay to you in a lump sum in cash within 30 days after the Executive Annual Base Salary Date of Termination the aggregate of the following amounts: (1) the sum of (A) your annual base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the number of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by you (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to the sum of (A) your highest annual base salary during the five-year period beginning prior to the Change in Control and (B) your highest annual bonus during the five- year period prior to the Change in Control. (ii) for 12 months after your 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 to provide benefits to you and your family at least equal to those which would have been provided to you and them in accordance with the applicable plans, programs, practices and policies in effect on the Date of Termination and ending on the first anniversary of the Date of Termination (such period, the “Severance Period”) in accordance with the Company’s regular payroll practice as of the Date of Termination; (ii) Pay to the Executive an amount equal to the product of (A) the amount of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(bexcluding any savings and/or retirement plans) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in such year and (B) the ratio of (x) the number of full months elapsed during the fiscal year during which such termination of your employment occurs on or prior to the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs; (iii) Accelerate the vesting of a pro rata amount of the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Date of Termination occurs, such amount to based on the number of full (had not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iv) During the Severance Period, if the Executive elects to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for the Executive and any eligible dependents under the Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv)been terminated; provided, however, that in if you become reemployed with another employer and are eligible to receive medical or other welfare benefits under another employer- provided plan, the event Employee obtains medical and other employment that offers group health benefitswelfare benefits described herein shall not be provided to the extent the same are provided under such other plan during such applicable period of eligibility; and (iii) to the extent not theretofore paid or provided, such continuation of COBRA coverage by the Company shall timely pay or provide to you any other amounts or benefits required to be paid or provided or which you are eligible to receive following your termination of employment under this Section 5(b)(iv) any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall immediately ceasebe hereinafter referred to as the "Other Benefits").

Termination Without Cause or for Good Reason. In If the event of the Executive’s termination of Employee's employment by the Company without Cause pursuant to Section 4(a)(ivis terminated (x) or by the Executive Company other than for Cause, or (y) by the Employee for Good Reason pursuant to Section 4(a)(v), in addition to the payments and benefits described in Section 5(a) aboveReason, the Company shallshall pay or provide the Employee with the following, subject to the provisions of Section 20 and Section 5(c) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c):23 hereof: (i) Continue to pay to the Executive Annual Base Salary during the period beginning on the Date of Termination and ending on the first anniversary of the Date of Termination (such period, the “Severance Period”) in accordance with the Company’s regular payroll practice as of the Date of TerminationAccrued Benefits; (ii) Pay subject to the Executive an amount equal to Employee's continued compliance with the product of (A) the amount obligations in Sections 8, 9 and 10 hereof, a pro-rata portion of the Employee's Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of for the fiscal year in which the Date of Termination Employee's termination occurs based on the estimated actual individual and Company performance goals in results for such year and (B) determined by multiplying the ratio amount of (x) such bonus which would be due for the full fiscal year by a fraction, the numerator of which is the number of full months elapsed days during the fiscal year during of termination that the Employee is employed by the Company and the denominator of which such is 365), payable within 60 days following termination of employment occurs on or prior to the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occursemployment; (iii) Accelerate subject to the vesting Employee's continued compliance with the obligations in Sections 8, 9 and 10 hereof, an amount equal to the sum of (A) one and a pro rata half times (1.5x) the Employee's annual Base Salary and (B) one and a half times (1.5x) the amount of the Employee's Annual Equity Award that otherwise would vest at the end Bonus deemed to equal 75% of the fiscal year Employee's then current Base Salary, paid in which the Date a lump sum no later than 60 days following termination of Termination occurs, such amount to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years)employment; and (iv) During any stock options or any other equity or any other incentive units (including without limitation unvested restricted stock units) granted to the Severance Period, if the Executive elects to continue coverage under Employee by the Company’s group health plan , whether currently outstanding or granted in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985future, as amended of the date of termination, shall become fully vested (“COBRA”)with performance-based awards earned at "target") and notwithstanding any term of the Company's plans to the contrary, continue coverage stock options shall remain exercisable for their original term granted and shall not terminate due to the Executive Employee's termination. The terms of any stock option agreement or other equity incentive agreement between the Employee and any eligible dependents under the Company group health benefit plans in which shall be deemed amended to reflect the Executive terms of this section. Payments and any dependents were entitled to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth benefits provided in this Section 5(b)(iv); provided7(d) shall be in lieu of any termination or severance payments or benefits for which the Employee may be eligible under any of the plans, however, that in the event Employee obtains other employment that offers group health benefits, such continuation policies or programs of COBRA coverage by the Company or under this Section 5(b)(iv) shall immediately ceasethe Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation.

Termination Without Cause or for Good Reason. In If, during the event of Employment Period, the Employer shall Terminate Executive’s termination of employment by the Company without Without Cause pursuant to Section 4(a)(iv) or by the Executive shall Terminate Executive’s employment for Good Reason pursuant to Section 4(a)(v)Reason, then in addition to the payments and benefits described in Section 5(a) above, the Company shall, subject to Section 20 and Section 5(c) and subject to the consideration of Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c):services rendered prior to such Termination; (i) Continue to the Employer shall pay to Executive: A. a lump sum in cash on the Executive Annual Base Salary during the period beginning on 30th day after the Date of Termination and ending on the first anniversary of equal to (1) Executive’s Base Salary through the Date of Termination to the extent not theretofore paid, and (such period2) any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1) and (2) shall be hereinafter referred to as the “Severance PeriodAccrued Obligations”) ); and B. a lump sum in accordance with cash on the Company’s regular payroll practice as of 30th day after the Date of Termination; (ii) Pay to the Executive an amount Termination equal to the product of (A1) Executive’s aggregate cash bonus for the amount last completed fiscal year, whether paid to Executive under Section 6 above or otherwise paid to Executive, and (2) a fraction, the numerator of which is the Annual Bonus that would have been payable to number of days in the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the current fiscal year in which through the Date of Termination occurs based on actual individual and Company performance goals the denominator of which is 365; and C. in such year and four (B) the ratio of (x) the number of full months elapsed during the fiscal year during which such termination of employment occurs on or prior to the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b4) as if the Executive was still employed nearly as equal as possible semi-annual installments, beginning on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which 30th day after the Date of Termination occursan amount equal to two (2) times Executive’s Base Salary; (ii) for a period of 12 months from and after the Date of Termination the Employer shall continue to provide benefits to Executive and/or Executive’s family at least equal to those which would have been provided to them in accordance with the Insurance Benefit Plans if Executive’s employment had not been Terminated; provided, however, that if Executive becomes employed with another employer and is eligible to receive substantially the same benefits under the other employer’s plans as Executive would receive under the Insurance Benefit Plans under this item (ii), the benefits provided under this item (ii) shall be terminated; (iii) Accelerate to the vesting of a pro rata amount of extent not theretofore paid or provided, the Annual Equity Award that otherwise would vest at the end of the fiscal year in Employer shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided herein or which the Date of Termination occurs, such amount Executive is eligible to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years)receive under any Welfare Benefit Plan; and (iv) During the Severance Period, if the Executive elects to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for the Executive and any eligible dependents under the Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv); provided, however, that in if during the event Employee obtains other employment that offers group health benefitsRestricted Period Executive violates Section 12, no payments otherwise due following the date of such continuation of COBRA coverage by the Company violation shall be due or paid under this Section 5(b)(iv) shall immediately ceaseitem (i)(C).

Termination Without Cause or for Good Reason. In the event of If the Executive’s termination of employment with the Company is terminated by the Company without Cause pursuant to Section 4(a)(iv(other than for Cause, Disability or Death) or by the Executive for Good Reason pursuant to Section 4(a)(v)during the Term, in addition then the Executive shall be entitled to the payments and benefits described in Section 5(a) above, the Company shall, subject to Section 20 and Section 5(c) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c):following benefits: (i) Continue to the Company shall pay to the Executive Annual Base Salary during the period beginning on in a lump sum in cash within 30 days after the Date of Termination and ending on the first anniversary aggregate of the Date of Termination (such period, the “Severance Period”) in accordance with the Company’s regular payroll practice as of the Date of Termination;following amounts: (ii1) Pay to the Executive an amount equal to the product sum of (A) the amount of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which Executive’s base salary through the Date of Termination occurs based on actual individual and Company performance goals in such year Termination, and (B) the ratio amount of any compensation previously deferred by the Executive (xtogether with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A) and (B) shall be hereinafter referred to as the “Accrued Obligations”); and (2) the number of full months elapsed amount equal to (A) one-half (1/2) multiplied by (B) the Executive’s highest annual base salary during the fiscal three year during which such termination of employment occurs on or period prior to the Effective Date. (ii) for six months after the 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 to (y) twelve (12). Any amount payable pursuant provide benefits to this Section 5(b)(ii) shall, subject the Executive and the Executive’s family at least equal to Section 20 and Section 5(c), be paid those which would have been provided to Executive in accordance with Section 3(b) as them if the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs; (iii) Accelerate the vesting of a pro rata amount of the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Date of Termination occurs, such amount to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30employment had not been terminated, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iv) During the Severance Period, if the Executive elects to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985applicable Benefit Plans in effect on the Effective Date or, as amended (“COBRA”), continue coverage for if more favorable to the Executive and his family, in effect generally at any eligible dependents under time thereafter with respect to other peer executives of the Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv)its affiliated companies; provided, however, that in if the event Employee obtains Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his family; (iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment that offers group health under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”); (iv) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, such continuation of COBRA coverage the Executive shall be considered to have remained employed by the Company under this Section 5(b)(ivuntil six months after the Date of Termination; and (v) if a Change in Control Date occurs during the Term and on or before the Date of Termination, the Company shall immediately ceasemake an additional lump sum payment to the Executive equal to the sum of (A) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (B) one-half multiplied by the Executive’s highest annual bonus during the three-year period prior to the Effective Date.

Termination Without Cause or for Good Reason. In the event of If the Executive’s termination of 's employment with the Company is terminated by the Company without Cause pursuant to Section 4(a)(iv(other than for Cause, Disability or Death) or by the Executive for Good Reason pursuant to Section 4(a)(v)within 18 months following the Change in Control Date, in addition then the Executive shall be entitled to the payments and benefits described in Section 5(a) above, the Company shall, subject to Section 20 and Section 5(c) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c):following benefits: (i) Continue to the Company shall pay to the Executive Annual Base Salary during the period beginning on in a lump sum in cash within 30 days after the Date of Termination and ending on the first anniversary aggregate of the Date of Termination (such period, the “Severance Period”) in accordance with the Company’s regular payroll practice as of the Date of Termination;following amounts: (ii1) Pay to the Executive an amount equal to the product sum of (A) the amount of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which Executive's base salary through the Date of Termination occurs based on actual individual and Company performance goals in such year and Termination, (B) the ratio product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of full months elapsed during days in the current fiscal year during which such termination of employment occurs on or prior to through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) three multiplied by (B) the sum of (x) the Executive's highest annual base salary in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date and (y) twelve the Executive's highest annual bonus in any twelve-month period (12). Any amount payable pursuant on a rolling basis) during the five-year period prior to this Section 5(b)(iithe Change in Control Date. (ii) shallfor three years after the Date of Termination, subject or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to Section 20 provide benefits to the Executive and Section 5(c)the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, be paid to Executive in accordance with Section 3(b) as the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive was still employed becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the applicable bonus payment dateExecutive and his family as those being provided by the Company, but in then the Company shall no event earlier than January 1, or later than December 31, of longer be required to provide those particular benefits to the calendar year immediately following the calendar year in which the Date of Termination occursExecutive and his family; (iii) Accelerate to the vesting extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of a pro rata amount employment under any plan, program, policy, practice, contract or agreement of the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Date of Termination occurs, Company and its affiliated companies (such amount other amounts and benefits shall be hereinafter referred to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years"Other Benefits"); and (iv) During for purposes of determining eligibility (but not the Severance Period, if time of commencement of benefits) of the Executive elects for retiree benefits to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for the Executive and any eligible dependents under the Company group health benefit plans in which the Executive and any dependents were entitled is entitled, the Executive shall be considered to participate immediately prior to have remained employed by the Company until three years after the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv); provided, however, that in the event Employee obtains other employment that offers group health benefits, such continuation of COBRA coverage by the Company under this Section 5(b)(iv) shall immediately cease.

Termination Without Cause or for Good Reason. In the event of If the Executive’s termination of 's employment with the Company is terminated by the Company without Cause pursuant to Section 4(a)(iv(other than for Cause, Disability or Death) or by the Executive for Good Reason pursuant to Section 4(a)(v)within 24 months following the Change in Control Date, in addition then the Executive shall be entitled to the payments and benefits described in Section 5(a) above, the Company shall, subject to Section 20 and Section 5(c) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c):following benefits: (i) Continue to the Company shall pay to the Executive Annual Base Salary during the period beginning on in a lump sum in cash within 30 days after the Date of Termination and ending on the first anniversary aggregate of the Date of Termination (such period, the “Severance Period”) in accordance with the Company’s regular payroll practice as of the Date of Termination;following amounts: (ii1) Pay to the Executive an amount equal to the product sum of (A) the amount of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which Executive's base salary through the Date of Termination occurs based on actual individual and Company performance goals in such year and Termination, (B) the ratio product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of full months elapsed during days in the current fiscal year during which such termination of employment occurs on or prior to through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation or compensatory time off pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) two and one-half multiplied by (B) the sum of (x) the Executive's highest annual base salary from the Company during the five-year period prior to the Change in Control Date and (y) twelve the Executive's highest annual bonus from the Company during the five-year period prior to the Change in Control Date. (12). Any amount payable pursuant ii) for 30 months after the 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 to this Section 5(b)(ii) shallprovide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; PROVIDED, however, that if the Executive was still employed becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the applicable bonus payment dateExecutive and his family as those being provided by the Company, but in then the Company shall no event earlier than January 1, or later than December 31, of longer be required to provide those particular benefits to the calendar year immediately following the calendar year in which the Date of Termination occursExecutive and his family; (iii) Accelerate to the vesting of a pro rata amount of extent not previously paid or provided, the Annual Equity Award that otherwise would vest at Company shall timely pay or provide to the end of Executive outplacement assistance commensurate with the fiscal year in which the Date of Termination occurs, such amount to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 's position as well as any other amounts or benefits required to be paid or provided or which the remainder Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Annual Equity Award that otherwise would vest in subsequent fiscal yearsCompany and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (iv) During for purposes of determining eligibility (but not the Severance Period, if time of commencement of benefits) of the Executive elects for retiree benefits to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for the Executive and any eligible dependents under the Company group health benefit plans in which the Executive and any dependents were entitled is entitled, the Executive shall be considered to participate immediately prior to have remained employed by the Company until 30 months after the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv); provided, however, that in the event Employee obtains other employment that offers group health benefits, such continuation of COBRA coverage by the Company under this Section 5(b)(iv) shall immediately cease.

Termination Without Cause or for Good Reason. In the event of the If Executive’s termination of employment is terminated by the Company without Cause pursuant to Section 4(a)(iv) or 3(a)(iv), by the Executive for Good Reason pursuant to Section 4(a)(v3(a)(vi), or by Executive upon expiration of the Term following notice of nonrenewal by the Company pursuant to Section 1(b), then, subject to Executive signing on or before the 50th day following Executive’s Separation from Service (as defined below), and not revoking, a release of claims substantially in the form attached hereto as Exhibit A (which form the Company may revise to reflect changes in applicable law if such changes are reasonably necessary in order for the Company to obtain a valid release of claims in favor of the Company and its Affiliates (the “Release”)), and Executive’s continued compliance with Section 5 and Section 6 and all applicable Policies (other than non-compliance that is de minimis and inconsequential or inadvertent and cured within five (5) business days of notice thereof from the Company), Executive shall receive, in addition to the payments and benefits described set forth in Section 5(a) above3(c), the Company shall, subject to Section 20 and Section 5(c) and subject to following benefits (the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “ReleaseTermination Payments”), as of the Release Expiration Date, in accordance with Section 20(c): (i) Continue a cash payment in an amount equal to pay to two (2) times the Executive Annual sum of the Base Salary during and the period beginning on Target Bonus payable over eighteen (18) months immediately following the Date of Termination and ending on the first anniversary of the Date of Termination (such period, the “Severance Period”) in equal installments in accordance with the Company’s regular payroll practice as of practices following the Date of Termination; (ii) Pay if the Date of Termination occurs on or after July 1 in a given calendar year, an amount equal to a pro rata portion of the Target Bonus; (iii) a lump sum amount equal to the Company’s estimate of the premiums under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for the 18-month period following the Date of Termination if Executive, for Executive and Executive’s eligible dependents, continued on COBRA for such period; (iv) the services of an outplacement agency of Executive’s choosing for a period of up to one year and with a maximum value of $50,000, provided that any payments pursuant to this Section 4(b)(iv) shall be made directly to the outplacement firm for services rendered upon receipt of satisfactory documentation; (v) if the Date of Termination occurs on or after October 1 in a given calendar year, an amount equal to the product of (ACompany’s 401(k) the amount of the Annual Bonus retirement contribution that Executive would have been payable to received for the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in such year and if Executive had remained employed through the last working day of that year; and (Bvi) the ratio of (x) the number of full months elapsed during the fiscal year during which such termination of employment occurs any equity incentive compensation award granted Executive on or prior to the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus payment date, but in no event earlier than after January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs; (iii) Accelerate the vesting of a pro 2019 shall pro-rata amount of the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Date of Termination occurs, such amount to based on the number of full and partial months actively employed during either the vesting period or performance period, as applicable, whereby (not partialA) fiscal months elapsed in the case of any award with a service-vesting component only starting with the date of grant of the award and ending with the Date of Termination and (B) in the case of any award with a performance-vesting component starting with the date of the beginning of the applicable performance period and ending with the earlier of the Date of Termination or the last day of the performance period. Any award with a service-vesting component only shall vest effective as if the Date of Termination was the last day of the service-vesting period and any award with a performance-vesting component shall remain subject to actual performance attainment during the full performance period with the payment of any such fiscal year performance award otherwise made at such time and under such other circumstances as would have applied without regard to Executive’s employment termination. Subject to execution and nonrevocation of the Release, the cash lump sum amounts payable pursuant to Section 4(b)(ii), (for example, if iii) and (v) shall be paid sixty (60) days after Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iv) During the Severance Period, if the Executive elects to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for the Executive and any eligible dependents under the Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv); provided, however, agrees that in the event Employee obtains Executive materially breaches any of the Restrictive Covenants (as defined below), Executive shall be required to immediately repay the full amount of the Termination Payments, which repayment shall be in addition to, and not in lieu of, all other employment legal and equitable remedies available to the Company, and Executive agrees further that offers group health benefitsif Executive contests any nonpayment of Termination Payments based on non-compliance with Section 5 or Section 6 or any Policy which Executive claims is de minimis and inconsequential or inadvertent and cured within five (5) business days of notice thereof from the Company, such continuation all Termination Payments will be tolled until final resolution of COBRA coverage by the Company under this Section 5(b)(ivmatter. For the purposes of clause (ii) shall immediately ceaseabove, “pro rata” means a fraction, the numerator of which is the number of days in the calendar year that have elapsed to, and including, termination, and the denominator of which is 365.

Termination Without Cause or for Good Reason. In the event of the (a) Subject to and contingent upon Executive’s termination of employment by compliance with this Section 5 and Sections 6 and 7, if during the Term the Company terminates Executive’s employment without Cause pursuant to Section 4(a)(iv) or by the Executive terminates his employment for Good Reason pursuant Reason, Executive will be entitled to Section 4(a)(v), in addition to receive the following payments and benefits described in Section 5(a) above, the lieu of any payments or benefits to which Executive would otherwise be entitled under any Company shall, subject to Section 20 and Section 5(c) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c):severance or other similar plan or program: (i1) Continue to pay to the Executive Annual any unpaid Base Salary during and any accrued but unused vacation pay through the period beginning on the Date of Termination and ending on the first anniversary of the Date of Termination (such period, the “Severance Period”) in accordance with the Company’s regular payroll practice as of the Date of TerminationDate; (ii2) Pay to the Executive an amount equal to the product of (A) the amount of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable a pro rata bonus payment date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in such year and (B) the ratio of (x) the number of full months elapsed during the fiscal year during which such termination of employment occurs on or prior to the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately following for the calendar year in which the Termination Date occurs, calculated by multiplying the Severance Bonus Amount by a fraction, the numerator of which is the number of days in the current calendar year through the Termination occursDate and the denominator of which is 365, payable at the time that bonuses are paid to similarly situated employees; (iii3) Accelerate an amount equal to two times Base Salary; (4) continued receipt of medical, dental, vision, basic life, and employee assistance coverage for 24 months after the vesting of a pro rata amount Termination Date, subject to payment by Executive of the Annual Equity Award employee cost of those benefits as paid by active employees, but if while receiving benefits under this Section 5.3(a)(4) Executive becomes employed by another employer who provides one or more similar benefits, Executive will so notify the Company and the benefits under the Company’s plan will automatically become secondary to those provided under the new plan; (5) outplacement services substantially similar to those provided pursuant to the terms of the Company’s severance plan; and (6) accrued benefits pursuant to the Company’s benefit plans and programs. Notwithstanding anything to the contrary in this Agreement, the Company will have no obligation to pay any amounts or provide any benefits described in this Section 5.3(a) if Executive breaches any of his obligations under Section 6 or 7. (b) Subject to Section 8.10, the Company will pay the amounts described in Section 5.3(a)(1) within 10 business days after the Termination Date (unless an earlier date is required by law). (c) Subject to Section 8.10, the Company will pay the amounts described in Sections 5.3(a)(2) and 5.3(a)(3) and provide the benefits described in Sections 5.3(a)(4) and 5.3(a)(5) only after Executive executes and delivers a general release in the form attached as Exhibit A (or another form that otherwise would vest is acceptable to the Company in its sole discretion) (“Release”) that becomes irrevocable according to its terms, within the time periods described below. Within 45 days after the Termination Date (the “Delivery Deadline”), Executive must deliver to the Company either an executed Release or a notice stating that Executive has a good faith, bona fide dispute regarding his employment or the termination of his employment with the Company (“Dispute Notice”). If Executive delivers an executed Release by the Delivery Deadline and does not subsequently revoke it, the Company will (i) pay the amount described in Section 5.3(a)(2) in a lump sum at the time that bonuses are paid to similarly situated employees (on or before March 15 of the year following the year in which the relevant services required for payment have been performed), and (ii) pay the amount described in Section 5.3(a)(3) in a lump sum on the first business day that is 60 days after the Termination Date (except that, as permitted by Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated under that section (the “Code”), the Company may, in its sole discretion, make the lump sum payment at the end of the fiscal calendar month that in which the 30th day after the Termination Date occurs. If Executive delivers a Dispute Notice by the Delivery Deadline, the Company will, as permitted by Section 409A of the Code, pay the amounts described in Sections 5.3(a)(2) and 5.3(a)(3) in a lump sum within 30 days after the date that the dispute is resolved and an executed Release is delivered and becomes irrevocable in accordance with its terms (the “Resolution Date”), but in no event later than the calendar year in which the Resolution Date of Termination occurs, such amount to based on the number of full occurs (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) except that payment of the Annual Equity Award amount described in Section 5.3(a)(2) will be made no sooner than the time that otherwise would vest at bonuses are paid to similarly situated employees). Executive will be deemed to have waived the end of fiscal 2014 shall immediately vestamounts described in Sections 5.3(a)(2) and 5.3(a)(3) and the benefits described in Sections 5.3(a)(4) and .53(a)(5), and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iv) During the Severance Period, if the Executive elects to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for the Executive and any eligible dependents under the Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse have no further obligation to pay those amounts or provide those benefits (except as and to the extent required by law), if (1) Executive for the Company’s share of the premiums associated therewith in fails to deliver either an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv); provided, however, that in the event Employee obtains other employment that offers group health benefits, such continuation of COBRA coverage executed Release or a Dispute Notice by the Company Delivery Deadline, or (2) having so delivered an executed Release, Executive revokes the Release and does not deliver a Dispute Notice by the Delivery Deadline, or (3) having so delivered a Dispute Notice, the dispute is not resolved, or (4) having so delivered a Dispute Notice, the dispute is resolved and Executive fails to deliver an executed Release or revokes the Release once delivered, or (5) having so delivered a Dispute Notice, the dispute is resolved in a manner that terminates any further obligations under this Section 5(b)(ivSections 5.3(a)(2) shall immediately ceasethrough 5.3(a)(5).

Termination Without Cause or for Good Reason. In the event of the Executive’s termination of employment If this Agreement is terminated by the Company without Cause pursuant to Section 4(a)(iv) or by the Executive for Good Reason pursuant to Section 4(a)(v)Reason, in addition to the payments and benefits described in Section 5(a) above, then the Company shallwill pay the Executive (i) all accrued, subject to Section 20 and Section 5(c) and subject to but unpaid, wages through the termination date, based on the Executive’s execution then current Base Salary; (ii) all accrued, but unpaid, vacation through the termination date, based on the Executive’s then current Base Salary; (iii) all approved, but unreimbursed, business expenses, provided that a request for reimbursement of business expenses is submitted in accordance with the Company’s policies and non-revocation submitted within five (5) business days of a waiver the Executive’s termination date; (iv) all earned and release of claims agreement accrued, but unpaid Bonuses; and (v) if the Executive is participating in the Company’s customary form group medical, vision and dental plan immediately prior to the date of termination, a lump sum payment equal to eighteen (a “Release”)18) times (or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, as of the Release Expiration Date, in accordance with Section 20(c): (i) Continue to pay vision and dental insurance to the Executive Annual and his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.4 shall be made by the Company within thirty (30) days of the Executive’s termination date, with the payment date determined by the Company in its sole discretion. In addition, the Company will pay the Executive a separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary during Salary, and (B) the period beginning on Executive’s average Bonus for the Date two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of Termination and ending the separation payment shall begin on the first anniversary of regular payroll payment date occurring after the Date of Termination sixtieth (such period, 60th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practice practices. Except as of the Date of Termination; (ii) Pay to the Executive an amount equal to the product of (A) the amount of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in such year and (B) the ratio of (x) the number of full months elapsed during the fiscal year during which such termination of employment occurs on or prior to the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs; (iii) Accelerate the vesting of a pro rata amount of the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Date of Termination occurs, such amount to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iv) During the Severance Period, if the Executive elects to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for the Executive and any eligible dependents under the Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv)7.4, the Company shall have no other obligations to the Executive under this Agreement; provided, however, the Executive shall continue to be bound by Section 10 and all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that in survive the event Employee obtains other employment that offers group health benefitsexpiration or earlier termination of this Agreement, such continuation of COBRA coverage by the Company under this Section 5(b)(iv) shall immediately ceaseas provided herein.

Termination Without Cause or for Good Reason. In the event of the Executive’s termination of employment by Subject to Section 6.4.2(d) below, if (i) the Company terminates the employment of Executive without Cause pursuant to Section 4(a)(ivor (ii) or by the Executive terminates his employment for Good Reason pursuant no later than 90 days after the last event comprising or contributing to Section 4(a)(v)Good Reason and during the Term of this Agreement, in addition Executive shall be entitled to receive the payments and benefits described in Section 5(a) aboveSections 6.4.2(a), the Company shall, subject to Section 20 and Section 5(c(b) and subject to (c) at the dates specified therein: (a) Within ten (10) days after the Termination Date (provided that in the event that such ten-day period begins in one taxable year and ends in the subsequent taxable year for the Executive’s execution and non-revocation of a waiver and release of claims agreement , payment shall be made in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c): (i) Continue to pay to the Executive Annual Base Salary during the period beginning on the Date of Termination and ending on the first anniversary of the Date of Termination (such period, the “Severance Period”) in accordance with the Company’s regular payroll practice as of the Date of Termination; (ii) Pay to the Executive an amount equal to the product of (A) the amount of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal subsequent taxable year in which the Date of Termination occurs based on actual individual and Company performance goals in such year and (B) the ratio of (x) the number of full months elapsed during the fiscal year during which such termination of employment occurs on or prior to the Date end of Terminationthe ten-day period), the Company shall pay to Executive a lump-sum payment equal to (yi) twelve (12). Any the amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if of Executive’s annual salary hereunder for the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, greater of the calendar year immediately following remainder of the calendar year in which Term from the Termination Date or eighteen (18) months, plus (ii) any deferred bonuses earned by Executive but not paid by the Company as of the Termination occurs;Date, less any required deductions for Social Security, state, federal and local withholding taxes, and any other authorized or mandated similar withholdings, including benefit deductions. (iiib) Accelerate By the vesting of a pro rata amount of the Annual Equity Award that otherwise would vest at date which is sixty (60) days after the end of the fiscal year in which the Termination Date of Termination occurs, such the Company shall pay to Executive the entire amount of the bonus (with no deferral and as determined under Section 3.2 above) that Executive would have been entitled to based on receive for the number of full (not partial) fiscal months elapsed during such fiscal year (for example, in which the Termination Date occurs as if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of Executive had not terminated his employment with the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); andCompany. (ivc) During In the Severance Period, if the event Executive elects to continue coverage timely makes an election under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Sections 601 through 607 of Executive Retirement Income Security Act of 19851974, as amended (“commonly known as COBRA”), ) to qualify to continue to receive health benefits coverage for the Executive and any eligible his dependents under the same plan(s) or arrangement(s) under which Executive was covered immediately before his termination of employment, as such plan(s) or arrangement(s) provided by the Company or any of its subsidiaries thereafter may change or be amended from time to time, for until the earlier of (i) the later of (A) the date that is six (6) months after the Termination Date or (B) the expiration of the Term, or (ii) the date Executive becomes covered under any other group health benefit plans in which plan or group disability plan (as the Executive and any dependents were entitled to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to case may be) not maintained by the Company evidence or any of Executive’s payments made to the COBRA administratorits subsidiaries, the Company will shall reimburse Executive for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays all payments made by Executive for the health insurance premiums of other executive level employees at the Company. The such COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv)benefits; provided, however, that in the event Employee obtains if such other employment that offers group health benefitsplan excludes any pre-existing condition that Executive or Executive’s dependents may have when coverage under such group health plan would otherwise begin, such continuation of COBRA coverage by the Company shall continue to reimburse Executive for COBRA payments with respect to such pre-existing condition until the earlier of (A) the date that such exclusion under such other group health plan lapses or expires or (B) the period described in clause (i) of this Section 5(b)(iv6.4.2(c). (d) Executive shall immediately ceasenot be entitled to receive the payments described in Section 6.4.2 unless Executive delivers a comprehensive release to the Company, on terms and conditions reasonably satisfactory to the Company.

Termination Without Cause or for Good Reason. In If, prior to the event expiration of the Term, the Executive resigns from his employment hereunder for Good Reason or the Company terminates the Executive’s employment hereunder without Cause (other than a termination by reason of employment by death or Disability), and the Executive has not received and is not entitled to any payment under Section 5(d)(iii) hereof, then the Company without Cause pursuant to Section 4(a)(iv) shall pay or by provide the Executive for Good Reason pursuant to Section 4(a)(v), in addition to the payments Amounts and benefits described in Section 5(a) above, the Company shallBenefits and, subject to Section 20 and Section 5(c) and subject 9 hereof: 1. an amount equal to the Executive’s execution and non-revocation sum of a waiver and release of claims agreement in all applicable Base Salary for the Company’s customary form (a “Release”), as balance of the Release Expiration DateTerm determined as if such termination had not occurred, which shall be payable in accordance with Section 20(c): (i) Continue full in a lump sum cash payment to pay be made to the Executive Annual Base Salary during the period beginning on the Date of Termination and ending on the first anniversary of the Date of Termination within thirty (such period, the “Severance Period”30) in accordance with the Company’s regular payroll practice as days of the Date of Termination; 2. any Annual Bonus earned but unpaid for a prior year (ii) Pay the “Prior Year Bonus”), which shall be payable in full in a lump sum cash payment to be made to the Executive an amount equal to the product of within thirty (A30) the amount days of the Date of Termination; 3. in the event such resignation or termination occurs following the Company’s first fiscal quarter of any year, a pro-rata portion of the Executive’s Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of for the fiscal year in which the Date of Termination Executive’s termination occurs based on actual individual and Company performance goals in results for such year and (B) determined by multiplying the ratio amount of (x) such Annual Bonus which would be due for the full fiscal year by a fraction, the numerator of which is the number of full months elapsed days during the fiscal year during of termination that the Executive is employed by the Company and the denominator of which such termination of employment occurs on or prior to the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(cis 365), be paid to Executive in accordance with Section 3(b4(b) as if (“Pro Rata Bonus”). In the event that the Company has not established an executive bonus plan covering the year of the Term during which the Executive was still employed on terminated the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, pro-rata portion of the calendar year immediately following bonus due to the calendar year in which Executive shall be based upon the Date of Termination occursprior year’s Annual Bonus received by the Executive; (iii) Accelerate 4. subject to the vesting of a pro rata amount of the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Date of Termination occurs, such amount to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date (a) timely election of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iv) During the Severance Period, if the Executive elects to continue continuation coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for with respect to the Executive and any eligible dependents under the Company Company’s group health benefit insurance plans in which the Executive and any dependents were entitled to participate participated immediately prior to the Date of Termination. In Termination (“COBRA Continuation Coverage”), and (b) continued payment by Executive of premiums for such plans at the event Executive elects “active employee” rate (excluding, for purposes of calculating cost, an employee’s ability to continue pay premiums with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administratorpre-tax dollars), the Company will reimburse Executive shall provide COBRA Continuation Coverage for the Company’s share Executive and his eligible dependents until the earliest of (x) the premiums associated therewith in an amount equal Executive or his eligible dependents, as the case may be, ceasing to what be eligible under COBRA, (y) eighteen (18) months following the Company pays Date of Termination, and (z) the Executive becoming eligible for coverage under the health insurance premiums plan of other executive level employees at a subsequent employer (the Company. The COBRA health continuation period benefits provided under Section 4980B of this sub-section (4), the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv“Medical Continuation Benefits”); provided, however, that and 5. in the event Employee obtains other employment a Change in Control shall not have theretofore occurred, all remaining restrictions relating to any portion of the Award granted to the Executive that offers group health benefits, such continuation of COBRA coverage by the Company under this Section 5(b)(iv) has not vested shall immediately ceaselapse, notwithstanding any provisions to the contrary contained in the Plan or Restricted Stock Agreement, or if the Award has not theretofore been granted, the Executive shall be paid the Alternate Payment.

Termination Without Cause or for Good Reason. In (Change in Control). Notwithstanding anything to the event of the Executive’s termination of employment by contrary set forth in Section 15(b), and subject to Executive and the Company without Cause pursuant each executing a general release attached as Exhibit A and B hereto, respectively, (provided, however, that Executive shall not be required to Section 4(a)(iv) or by execute a general release as a condition to the Executive for Good Reason pursuant to Section 4(a)(v), in addition to receipt of the payments and benefits described below unless the Company also executes a general release) within 30 days following the Termination Date, in the event that within 24 months following a Change in Control Executive terminates his employment for Good Reason, or Executive’s employment is terminated by the Company for a reason other than death, Disability or Cause, then, subject to Section 5(a15(e) abovebelow, the Company shall, subject to Section 20 and Section 5(c) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c):: (i) Continue pay Executive a severance amount equal to pay to 2.99 times the Executive Annual sum of (a) Executive’s Base Salary during (determined without regard to any reduction in violation of Section 5), and (b) Executive’s Target Bonus, each as of his last day of active employment; the period beginning on the Date of Termination and ending severance amount shall be paid in a single lump sum on the first anniversary business day of the Date of month following the Termination (such period, the “Severance Period”) in accordance with the Company’s regular payroll practice as of the Date of TerminationDate; (ii) Pay pay to Executive, for the Executive an amount equal to period ending on the product earliest of (A) 18 months following the amount of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in such year and Date, (B) the ratio date of Executive’s full-time employment by another employer, (xC) Executive’s death, or (D) the number of full months elapsed during the fiscal year during first month in which such termination of employment occurs on or prior Executive does not pay to the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on Company the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs; (iii) Accelerate the vesting of a pro rata amount of the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Date of Termination occurs, such amount to based on the number of full (not partial) fiscal months elapsed during such fiscal year (monthly premium for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iv) During the Severance Period, if the Executive elects to continue COBRA insurance coverage under the Company’s group health plan in accordance with plan, a monthly cash payment, payable on the Consolidated Omnibus Budget Reconciliation Act first business day of 1985each month that follows the Termination Date, as amended (“COBRA”), continue coverage for the Executive and any eligible dependents under the Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for the Company’s share of the premiums associated therewith in an amount equal to what Executive’s monthly premium cost for “COBRA” family health coverage under the Company’s group health plan; (iii) pay to Executive, for the period ending on the earliest of (A) 18 months following the Termination Date, (B) the date of Executive’s full-time employment by another employer, or (C) Executive’s death, a monthly cash payment, payable on the first business day of each month that follows the Termination Date, in an amount equal to the monthly premium cost that the Company pays would have paid on behalf of Executive to cover Executive under the Company’s life and disability insurance plans if Executive’s employment with the Company had not terminated; and (iv) pay to Executive a pro-rata portion of Executive’s Annual Bonus for the health insurance premiums fiscal year in which the Termination Date occurs, based on actual results for such year (determined by multiplying the amount of other executive level employees at such bonus which would be due for the Company. The COBRA health continuation period under Section 4980B full fiscal year by a fraction, the numerator of which is the Code shall run concurrently with number of days during the period fiscal year of continued coverage set forth in this Section 5(b)(iv); provided, however, termination that in the event Employee obtains other employment that offers group health benefits, such continuation of COBRA coverage Executive is employed by the Company under this Section 5(b)(iv) shall immediately ceaseand the denominator of which is the total number of days in such fiscal year), payable in a single lump sum no later than March 15 of the year following the year in which the Termination Date occurs.

Termination Without Cause or for Good Reason. In If your employment with the event of the Executive’s termination of employment Company is terminated by the Company without Cause pursuant to Section 4(a)(iv(other than for Cause, Disability or your death) or by the Executive you for Good Reason pursuant to Section 4(a)(v)within 24 months following a Change in Control, in addition then you shall be entitled to the payments and benefits described in Section 5(a) above, the Company shall, subject to Section 20 and Section 5(c) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c):following benefits: (i) Continue to the Company shall pay to you in a lump sum in cash within 30 days after the Executive Annual Base Salary Date of Termination the aggregate of the following amounts: (1) the sum of (A) your annual base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the number of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by you (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to the sum of (A) your highest annual base salary during the five-year period beginning prior to the Change in Control and (B) your highest annual bonus during the five-year period prior to the Change in Control. (ii) for 12 months after your 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 to provide benefits to you and your family at least equal to those which would have been provided to you and them in accordance with the applicable plans, programs, practices and policies in effect on the Date of Termination and ending on the first anniversary of the Date of Termination (such period, the “Severance Period”) in accordance with the Company’s regular payroll practice as of the Date of Termination; (ii) Pay to the Executive an amount equal to the product of (A) the amount of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(bexcluding any savings and/or retirement plans) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in such year and (B) the ratio of (x) the number of full months elapsed during the fiscal year during which such termination of your employment occurs on or prior to the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs; (iii) Accelerate the vesting of a pro rata amount of the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Date of Termination occurs, such amount to based on the number of full (had not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iv) During the Severance Period, if the Executive elects to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for the Executive and any eligible dependents under the Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv)been terminated; provided, however, that in if you become reemployed with another employer and are eligible to receive medical or other welfare benefits under another employer-provided plan, the event Employee obtains medical and other employment that offers group health benefitswelfare benefits described herein shall not be provided to the extent the same are provided under such other plan during such applicable period of eligibility; and (iii) to the extent not theretofore paid or provided, such continuation of COBRA coverage by the Company shall timely pay or provide to you any other amounts or benefits required to be paid or provided or which you are eligible to receive following your termination of employment under this Section 5(b)(iv) any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall immediately ceasebe hereinafter referred to as the "Other Benefits").

Termination Without Cause or for Good Reason. In the event of If this Agreement and the Executive’s termination of employment is terminated by the Company without Cause pursuant to Section 4(a)(ivsubsection 4.1(d) above or by the Executive for Good Reason pursuant to Section 4(a)(v), in addition to the payments and benefits described in Section 5(asubsection 4.1(f) above, then the following provisions shall apply: (a) the Company shall, subject to Section 20 and Section 5(c) and subject shall pay to the Executive’s execution and non-revocation of a waiver and release of claims agreement in Executive the Company’s customary form Basic Entitlements (a “Release”), as with vacation pay calculated to the end of the Release Expiration Date, in accordance with Section 20(c):statutory notice period); (ib) Continue the Company shall pay any Bonus awarded in respect of the year preceding the year of termination, but not yet paid; (c) the Company shall pay to the Executive her Bonus at Target for the year in which her employment terminates, pro-rated to the date of termination; (d) the Company shall continue to pay to the Executive Annual Base Salary during an amount equivalent to her Annualized Compensation multiplied by two (2), payable in equal instalments in accordance with the Company’s payroll practices for a period beginning on the Date of Termination and ending on the first anniversary of the Date of Termination twenty-four (such period, 24) months (the “Severance Period”) following the date of termination; (e) the Company shall continue to pay its premiums to provide all Benefits (as existed on the date notice of termination is provided) until the earlier of (i) eighteen (18) months following the date of termination (not including any period of notice of pay in lieu thereof); and (ii) the date on which the Executive secures comparable coverage through alternate employment to the extent permitted by any third party insurer; provided that, if the Company cannot continue any particular benefit pursuant to the terms of the relevant plan or policy and after due inquiry with any third party insurer, then the Company’s obligations shall be limited to the minimum period required pursuant to applicable employment standards legislation, and that in no event shall the Benefits be provided for less than such period; (f) except as required by statute and then only for the minimum statutory notice period, any other benefits or perquisites will cease effective the date of termination; and (g) long term incentive awards will be determined in accordance with the Company’s regular payroll practice as of the Date of Termination; (ii) Pay to the Executive an amount equal to the product of (A) the amount of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as terms of the applicable bonus payment date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in such year and (B) the ratio of (x) the number of full months elapsed during the fiscal year during which such termination of employment occurs on or prior to the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if Plan it being understood that the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs; (iii) Accelerate the vesting of a pro rata amount of the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Date of Termination occurs, such amount to based on the number of full (is not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iv) During the Severance Period, if the Executive elects to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for the Executive and any eligible dependents under the Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for the Company’s share of the premiums associated therewith any damages or compensation in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period lieu of continued coverage set forth in this Section 5(b)(iv); provided, however, that participation in the event Employee obtains other employment that offers group health benefits, such continuation Plan following her last day of COBRA coverage by the Company under this Section 5(b)(iv) shall immediately ceaseactive and actual employment.

Termination Without Cause or for Good Reason. In If the event Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or Death), including without limitation a termination occurring by reason of the prevention by the Company of the renewal of the Executive’s termination of 's employment by the Company without Cause pursuant to Section 4(a)(iv) contract, or by the Executive for Good Reason pursuant to Section 4(a)(v)within 36 months following the Change in Control Date, in addition then the Executive shall be entitled to the payments and benefits described in Section 5(a) above, the Company shall, subject to Section 20 and Section 5(c) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c):following benefits: (i) Continue to the Company shall pay to the Executive Annual Base Salary during the period beginning on in a lump sum in cash within 30 days after the Date of Termination and ending on the first anniversary aggregate of the Date of Termination (such period, the “Severance Period”) in accordance with the Company’s regular payroll practice as of the Date of Termination;following amounts: (ii1) Pay to the Executive an amount equal to the product sum of (A) the amount of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which Executive's base salary through the Date of Termination occurs based on actual individual and Company performance goals in such year and Termination, (B) the ratio product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of full months elapsed during days in the current fiscal year during which such termination of employment occurs on or prior to through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) three multiplied by (B) the sum of (x) the Executive's highest annual base salary during the five-year period prior to the Change in Control Date and (y) twelve the Executive's highest annual bonus during the five-year period prior to the Change in Control Date. (12). Any amount payable pursuant ii) for 36 months after the 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 to this Section 5(b)(ii) shallprovide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive was still employed becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the applicable bonus payment dateExecutive and his family as those being provided by the Company, but in then the Company shall no event earlier than January 1, or later than December 31, of longer be required to provide those particular benefits to the calendar year immediately following the calendar year in which the Date of Termination occursExecutive and his family; (iii) Accelerate to the vesting extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of a pro rata amount employment under any plan, program, policy, practice, contract or agreement of the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Date of Termination occurs, Company and its affiliated companies (such amount other amounts and benefits shall be hereinafter referred to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years"Other Benefits"); and (iv) During for purposes of determining eligibility (but not the Severance Period, if time of commencement of benefits) of the Executive elects for retiree benefits to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for the Executive and any eligible dependents under the Company group health benefit plans in which the Executive and any dependents were entitled is entitled, the Executive shall be considered to participate immediately prior to have remained employed by the Company until 36 months after the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv); provided, however, that in the event Employee obtains other employment that offers group health benefits, such continuation of COBRA coverage by the Company under this Section 5(b)(iv) shall immediately cease.

Termination Without Cause or for Good Reason. In 2.1 Other than as set forth in Section 3 below, if the event of Employee’s employment with the Executive’s termination of employment Company is terminated by the Company without Cause pursuant or due to Section 4(a)(iv) the Employee’s Disability, or by the Executive Employee for Good Reason Reason, then the Company shall: (a) continue to pay the Employee his base salary in effect on the date of termination, to be paid in accordance with the Company’s customary payroll practices as are established or modified from time to time as follows for the period of time set forth below (the “Severance Period”): (i) if the termination occurs prior to June 30, 2018, then Company shall pay the Employee his base salary until the earlier of (x) the date six (6) months following the date of termination, or (y) the date on which the Employee commences employment or a consulting relationship with substantially equivalent compensation; (ii) if the termination occurs on or after June 30, 2018, then the Company shall pay the Employee his base salary until the earlier of (x) the date twelve (12) months following the date of termination, or (y) the date on which the Employee commences employment or a consulting relationship with substantially equivalent compensation; (b) pay to the Employee (i) on the date of termination, any base salary earned but not paid and any vacation accrued but not used through the date of termination, and (ii) within thirty (30) days after the date of termination, any reimbursable business expenses incurred by the Employee through the date of termination pursuant to any expense reimbursement policies of the Company then in effect; and (c) to the extent the Employee and any qualified beneficiary with respect to such Employee elects continuation of health benefit coverage under Section 4(a)(v4980B (“COBRA”) of the Internal Revenue Code of 1986, as amended (the “Code”), and continues to be eligible for such benefits, the Company shall provide payments to the Employee for such benefits equal to the amount contributed for active employees with similar benefits and similar participating beneficiaries until the earlier of (x) the Severance Period, or (y) the date the Employee becomes eligible for group health coverage through another employer. 2.2 Except for the payments under Section 2(b) (which are not contingent upon the Employee’s execution of a release of claims), the payments and benefits to the Employee under this Section 2 shall (i) be contingent upon the execution and non-revocation by the Employee of a general release of claims in addition to favor of the Company, in the form provided by the Company at the time of the Employee’s termination (the “Release”) within sixty (60) days following the date of termination (the “Release Period”); provided that if the Release does not become effective during the Release Period, the payments and benefits described in Section 5(a) above, the Company shall, subject to Section 20 and Section 5(cSections 2.1(a) and subject to 2.1(c) of this Agreement that commenced following the Executive’s execution and non-revocation date of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of termination shall cease following the Release Expiration Date, in accordance with Section 20(c): (i) Continue to pay to the Executive Annual Base Salary during the period beginning on the Date of Termination Period and ending on the first anniversary of the Date of Termination (such period, the “Severance Period”) in accordance with the Company’s regular payroll practice as of the Date of Termination; (ii) Pay to constitute the Executive an amount equal to the product of (A) the amount sole remedy of the Annual Bonus that would have been payable to Employee in the Executive pursuant to Section 3(b) if the Executive was still employed as event of a termination of the applicable bonus payment date Employee’s employment in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in such year and (B) the ratio of (x) the number of full months elapsed during the fiscal year during which such termination of employment occurs on or prior to the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs; (iii) Accelerate the vesting of a pro rata amount of the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Date of Termination occurs, such amount to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iv) During the Severance Period, if the Executive elects to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for the Executive and any eligible dependents under the Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage circumstances set forth in this Section 5(b)(iv); provided2. 2.3 Notwithstanding anything herein to the contrary, however, that in the event Employee obtains other employment that offers group health benefits, such continuation of COBRA coverage by the Company all benefits under this Section 5(b)(iv) 2 shall terminate immediately ceaseif the Employee, at any time, violates any proprietary information, assignment of inventions agreement, confidentiality, non-competition or non-solicitation obligation to the Company, or any other continuing obligation to the Company.

Termination Without Cause or for Good Reason. In the event of the Executive’s termination of employment If this Agreement is terminated by the Company without Cause pursuant to Section 4(a)(iv) or by the Executive for Good Reason pursuant to Section 4(a)(v)Reason, in addition to the payments and benefits described in Section 5(a) above, then the Company shallwill pay the Executive (i) all accrued, subject to Section 20 and Section 5(c) and subject to but unpaid, wages through the termination date, based on the Executive’s execution then current Base Salary; (ii) all accrued, but unpaid, vacation through the termination date, based on the Executive’s then current Base Salary; (iii) all approved, but unreimbursed, business expenses, provided that a request for reimbursement of business expenses is submitted in accordance with the Company’s policies and non-revocation submitted within five (5) business days of a waiver the Executive’s termination date; (iv) all earned and release of claims agreement accrued, but unpaid Bonuses; and (v) if the Executive is participating in the Company’s customary form group medical, vision and dental plan immediately prior to the date of termination, a lump sum payment equal to eighteen (a “Release”)18) times (or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, as of the Release Expiration Date, in accordance with Section 20(c): (i) Continue to pay vision and dental insurance to the Executive Annual and his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.4 shall be made by the Company within thirty (30) days of the Executive’s termination date, with the payment date determined by the Company in its sole discretion. In addition, the Company will pay the Executive a separation payment equal to two times (2x) the sum of (A) the Executive’s then current Base Salary during Salary, and (B) the period beginning on Executive’s average Bonus for the Date two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be two times (2x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be two times (2x) the annualized amount. Payment of Termination and ending the separation payment shall begin on the first anniversary of regular payroll payment date occurring after the Date of Termination sixtieth (such period, 60th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practice practices. Except as of the Date of Termination; (ii) Pay to the Executive an amount equal to the product of (A) the amount of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in such year and (B) the ratio of (x) the number of full months elapsed during the fiscal year during which such termination of employment occurs on or prior to the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs; (iii) Accelerate the vesting of a pro rata amount of the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Date of Termination occurs, such amount to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iv) During the Severance Period, if the Executive elects to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for the Executive and any eligible dependents under the Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv)7.4, the Company shall have no other obligations to the Executive under this Agreement; provided, however, the Executive shall continue to be bound by Section 10 and all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that in survive the event Employee obtains other employment that offers group health benefitsexpiration or earlier termination of this Agreement, such continuation of COBRA coverage by the Company under this Section 5(b)(iv) shall immediately ceaseas provided herein.

Termination Without Cause or for Good Reason. In If (A) the event of the Company shall terminate Executive’s termination of employment by the Company without Cause pursuant to (including by providing notice of non-extension per Section 4(a)(iv2(a) or by the in connection with a Change of Control), or (B) Executive shall terminate Executive’s employment for Good Reason pursuant to Section 4(a)(v)Reason, in addition to each case, during the payments and benefits described in Section 5(a) aboveEmployment Period, the Company shall, subject shall pay or provide to Section 20 and Section 5(c) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c):: (iA) Continue to pay to the Executive Annual any accrued and unpaid Base Salary during the period beginning on the Date of Termination and ending on the first anniversary of vacation earned through the Date of Termination (including any pay in lieu of notice), which shall be paid on the tenth day after the Date of Termination (or, if such periodday is not a business day, the “Severance Period”next business day after such day); plus (B) as liquidated damages in accordance with respect of claims based on provisions of this Agreement and provided that Executive executes and delivers (and does not revoke) a general release of all claims in the form attached as Exhibit A hereto within 60 days following the Date of Termination: (I) twenty-four months Base Salary which shall be paid in periodic installments on the Company’s regular payroll practice as dates, beginning with the next payroll date immediately following the expiration of the 60th day following the Date of Termination;; plus (iiII) Pay payment of any prior year unpaid annual bonus under the Bonus Plan to the Executive an amount equal to the product of (A) the amount of the Annual Bonus that would have been extent earned, payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in such year and (B) the ratio of (x) the number of full months elapsed during the fiscal year during which such termination of employment occurs on or prior to the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs; (iii) Accelerate the vesting of a pro rata amount of the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Date of Termination occurs, such amount to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iv) During the Severance Period, if the Executive elects to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended Bonus Plan (“COBRAPrior Year Bonus”), continue coverage ; plus (III) if the applicable performance targets have been achieved in accordance with the Bonus Plan for the Executive year of termination (as determined by the Board (or applicable committee thereof) following the end of such year, with any individual targets being deemed fully satisfied and any eligible dependents negative discretion applied to Company targets consistent with other senior executives), a prorated bonus under the Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive Bonus Plan for the Company’s share year of the premiums associated therewith termination in an amount equal to what (A) the Company pays bonus Executive would have otherwise received under the Bonus Plan for the health insurance premiums year of other executive level employees at termination, multiplied by (B) a fraction, the Company. The COBRA health continuation period under Section 4980B numerator of which is the Code shall run concurrently with the period number of continued coverage set forth in this Section 5(b)(iv); provided, however, that in the event Employee obtains other employment that offers group health benefits, such continuation of COBRA coverage days Executive was employed by the Company during such calendar year and the denominator of which is 365, payable in accordance with the Bonus Plan (“Pro Rata Bonus”); plus (IV) full vesting of all equity awards, including, without limitation, the Restricted Stock Units granted pursuant to Section 4(b) above, in each case, which shall be settled and issued in accordance with the terms and conditions of the Plan, to the extent not yet vested; plus (V) for so long as Executive (or his dependents or both) are covered by COBRA continuation benefits, but not more than eighteen months, payment of the excess of Executive’s monthly COBRA premiums over the amount paid by senior executives for like coverage under this the Company health, dental and vision plans (collectively, Section 5(b)(iv7(f)(i)(B)(I) shall immediately ceasethrough (V), the “Severance”).

Termination Without Cause or for Good Reason. In the event of If the Executive’s termination of employment with the Company is terminated by the Company without Cause pursuant to Section 4(a)(iv(other than for Cause, Disability or Death) or by the Executive for Good Reason pursuant to Section 4(a)(v)within 12 months following the Change in Control Date, in addition then the Executive shall be entitled to the payments and benefits described in Section 5(a) above, the Company shall, subject to Section 20 and Section 5(c) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c):following benefits: (i) Continue each outstanding option to pay to purchase shares of Common Stock of the Company held by the Executive Annual Base Salary during the period beginning on the Date of Termination and ending on the first anniversary of the Date of Termination (such period, the “Severance Period”) shall become immediately exercisable in accordance with the Company’s regular payroll practice as of the Date of Terminationfull; (ii) Pay each vested option (including any options vesting as a result of acceleration) to purchase shares of common stock of the Company shall be exercisable by the Executive over the period outlined in the Company’s change in control provisions as approved by the Board of Directors on November 15, 2001 (the “2001 Provisions”), provided that the conditions set forth in the 2001 Provisions are satisfied; (iii) all shares of restricted Common Stock of the Company held by the Executive shall immediately vest in full; (iv) the Company shall pay to the Executive in a lump sum in cash within 10 days after the Date of Termination the aggregate of the sum of (A) the Executive’s base salary through the Date of Termination, (B) an amount equal to the product of (A) Executive’s base salary for the amount of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in such year and (B) the ratio of (x) the number of full twelve months elapsed during the fiscal year during which such termination of employment occurs on or prior to the Date of Termination, (C) an amount equal to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, 100% of the calendar year immediately following the calendar year in which the Date of Termination occurs; (iii) Accelerate the vesting of a pro rata amount of the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Date of Termination occurs, such amount to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iv) During the Severance Period, if the Executive elects to continue coverage annual bonus opportunity under the Company’s group health bonus plan (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year, (D) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365, (E) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and (F) an amount equal to 50% of the commissions paid to the Executive over the previous 12 month period and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), (C), (D) (E) and (F) shall be hereinafter referred to as the “Accrued Obligations”); (v) for 12 months after the 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 to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for the Executive and any eligible dependents under the Company group health benefit plans applicable Benefit Plans in which the Executive and any dependents were entitled to participate effect immediately prior to the Change in Control Date of Termination. In the event Executive elects to continue with COBRA coverageor, provided, that Employee timely submits if more favorable to the Company evidence Executive and his family, in effect generally at any time thereafter with respect to other peer executives of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv)and its affiliated companies; provided, however, that in if the event Employee obtains Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his family; (vi) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment that offers group health under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”); and (vii) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, such continuation of COBRA coverage the Executive shall be considered to have remained employed by the Company under this Section 5(b)(iv) shall immediately ceaseuntil 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. In the event of If the Executive’s termination of 's employment with the Company is terminated by the Company without Cause pursuant to Section 4(a)(iv(other than for Cause, Disability or death) or by the Executive for Good Reason pursuant to Section 4(a)(v)Reason, in addition then the Executive shall be entitled to the payments and benefits described in Section 5(a) above, the Company shall, subject to Section 20 and Section 5(c) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c):following benefits: (i) Continue to the Company shall pay to the Executive Annual Base Salary during in a lump sum in cash within 30 days after the period beginning on date of termination the Date of Termination and ending on the first anniversary aggregate of the Date of Termination (such period, the “Severance Period”) in accordance with the Company’s regular payroll practice as of the Date of Termination;following amounts: (ii1) Pay to the Executive an amount equal to the product sum of (A) the Executive's base salary through the date of termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the date of termination, and the denominator of which is 365 and (C) the amount of the Annual Bonus that would have been payable any accrued vacation pay, to the Executive pursuant to Section 3(b) if extent not previously paid (the Executive was still employed as sum of the applicable amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and (2) the sum of (A) two (2) times the Executive's annual base salary and target bonus payment as in effect immediately prior to the date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in such year termination, and (B) the ratio amount of (x) the number of full months elapsed during the fiscal year during which such termination of employment occurs on or prior any accrued vacation pay, to the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs; (iii) Accelerate the vesting of a pro rata amount of the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Date of Termination occurs, such amount to based on the number of full (extent not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years)previously paid; and (ivii) During for 24 months after the Severance Perioddate 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 to provide medical, dental and life insurance benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive elects to continue coverage under the Company’s group health plan Executive's employment had not been terminated, in accordance with the Consolidated Omnibus Budget Reconciliation Act applicable benefit plans in effect on the date of 1985termination or, as amended (“COBRA”), continue coverage for if more favorable to the Executive and the Executive’s family, in effect generally at any eligible dependents under time thereafter with respect to other peer executives of the Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv)its affiliated companies; provided, however, that in (A) if the event Employee obtains other employment that offers group health benefitsterms of a benefit plan do not permit continued participation therein by a former employee, such continuation of COBRA coverage then an equitable arrangement shall be made by the Company (such as a substitute or alternative plan) to provide as substantially equivalent a benefit as is reasonably possible and (B) if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., medical insurance benefits) from such employer on terms at least as favorable to the Executive and the Executive’s family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and the Executive’s family; and (iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under this Section 5(b)(ivany plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (other than severance benefits) (such other amounts and benefits shall immediately ceasebe hereinafter referred to as the “Other Benefits”).

Termination Without Cause or for Good Reason. In the event of If the Executive’s termination of employment with the Company is terminated by the Company without Cause pursuant to Section 4(a)(iv(other than for Cause, Disability or Death) or by the Executive for Good Reason pursuant to Section 4(a)(v)within 24 months following the Change in Control Date, in addition then the Executive shall be entitled to the payments and benefits described in Section 5(a) above, the Company shall, subject to Section 20 and Section 5(c) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c):following benefits: (i) Continue to the Company shall pay to the Executive Annual Base Salary during the period beginning on following amounts: (1) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) the Executive’s base salary through the Date of Termination, (B) any bonus amounts with respect to periods ending prior to the Date of Termination which the Executive is entitled to and ending on (C) the first anniversary amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the Date of Termination amounts described in clauses (such periodA), (B), and (C) shall be hereinafter referred to as the “Severance PeriodAccrued Obligations”); and (2) on a monthly basis, in accordance with the Company’s regular payroll standard practice as of the Date of Termination; (ii) Pay to the Executive an amount equal to the product of (A) the amount of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in such year and (B) the ratio of (x) the number of full months elapsed during the fiscal year during which such termination of employment occurs on or prior to the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, for a period of the calendar year immediately 24 months following the calendar year in which the Date of Termination occurs; (iii) Accelerate the vesting of a pro rata amount of the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Date of Termination occurs, such amount to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iv) During the Severance Period, if the Executive elects to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for the Executive and any eligible dependents under the Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for the Company’s share of the premiums associated therewith in an amount equal to what the sum of (A) one-twelfth of the Executive’s highest annual base salary at the Company pays for during the health insurance premiums three-year period prior to the Change in Control Date and (B) one-twelfth of other executive level employees the Executive’s highest annual target bonus amount at the Company. The COBRA health continuation Company during the three-year period under Section 4980B of prior to the Code shall run concurrently with the period of continued coverage set forth Change in this Section 5(b)(iv)Control Date; provided, however, that the Company shall not be obligated to make any payments under this Section 4.2(a)(i)(2) from and after the date that the Executive becomes engaged in a Competitive Activity (as defined in Section 4.2(a)(iv)); Iomega Confidential (ii) for 24 months after the event Employee obtains 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 to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other employment peer executives of the Company and its affiliated companies; provided, however, that offers group if the Executive either (1) becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits, ) from such continuation of COBRA coverage employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company or (2) becomes engaged in a Competitive Activity, then the Company shall no longer be required to provide those particular benefits (or in the case of clause (2), any benefits) to the Executive and his or her family; and (iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under this Section 5(b)(iv) any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall immediately ceasebe hereinafter referred to as the “Other Benefits”).

Termination Without Cause or for Good Reason. In Subject to the event provisions of subsection 5.4.3 hereof, if, prior to the expiration of the Term, the Executive’s termination of 's employment by the Company without Cause pursuant to Section 4(a)(iv) or hereunder is terminated by the Executive for Good Reason pursuant to Section 4(a)(vor by the Company without Cause (other than a termination by reason of Disability), in addition to the payments and benefits described in Section 5(a) above, the Company shall, subject to Section 20 and Section 5(c) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c): (i) Continue to shall pay to the Executive Annual Base Salary during the period beginning on the Date of Termination all expenses and ending on the first anniversary of the Date of Termination (accrued Benefits arising prior to such period, the “Severance Period”) in accordance with the Company’s regular payroll practice as of the Date of Termination; (ii) Pay to the Executive an amount equal to the product of (A) the amount of the Annual Bonus that would have been termination which are payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which this Agreement through the Date of Termination occurs based on actual individual and the Company performance goals shall continue to pay the Executive his Base Salary as then in effect, in accordance with the Company's normal payroll practice for the remainder of the Term (such year period being referred to hereinafter as the "Severance Period"), payable in monthly installments. In addition, during the Severance Period, the Executive shall be entitled to continue to participate in all employee benefit plans that the Company provides (and continues to provide) generally to its senior executives. In addition, the Company will pay to the Executive an amount in cash equal to the higher of (BA) the ratio sum of (x) the number of full months elapsed during the fiscal year during which such termination of employment occurs Royalty Bonus earned but not paid on or prior to the Date of Termination, to plus (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 the total value of all vested and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed unexercised Options on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs; (iii) Accelerate the vesting of a pro rata amount of the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Date of Termination occurs, such amount to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iv) During the Severance Period, if the Executive elects to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for the Executive and any eligible dependents under the Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination. In , and (B) the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence sum of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for the Company’s share (x) 50% of the premiums associated therewith in an Royalty Bonuses that would be earned after the Date of Termination, assuming the maximum threshold amount equal to what the Company pays of Royalty Revenues for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage 2008, 2009 and 2010 set forth in this Section 5(b)(iv)2.6.2 hereof are achieved, plus (y) 50% of the total value of all vested and unexercised Options and of all Unvested Options that would vest after the Date of Termination, assuming the maximum threshold amount of Royalty Revenues for 2008, 2009 and 2010 set forth in 2.6.2 hereof are achieved; provided, however, that in if on or prior to the event Employee obtains other employment that offers group health benefitsDate of Termination, such continuation of COBRA coverage by the Company has entered into, or within thirty (30) days after the Date of Termination, enters into, one or more contracts or agreements such that pursuant to the terms of such contracts or agreements the Company would earn or receive Royalty Revenues equal to or in excess of the sum of the minimum threshold amounts of Royalty Revenues for 2008, 2009 and 2010 set forth in this 2.6.2 hereof, Executive shall be entitled to receive an amount in cash equal to the sum of (x) 100% of the Royalty Bonuses that would be earned after the Date of Termination based upon the minimum Royalty Revenues generated under this Section 5(b)(ivsuch contracts or agreements for 2008, 2009 and 2010, plus (y) 100% of the total value of all vested and unexercised Options and of all Unvested Options that would vest after the Date of Termination, based upon the minimum Royalty Revenues guaranteed under such contracts or agreements for 2008, 2009 and 2010. For purposes hereof, the value of an Option shall immediately ceaseequal the product of the last sales price for the Company's common stock on the Date of Termination less the Exercise Price.

Termination Without Cause or for Good Reason. In the event of If the Executive’s termination of 's employment with the Company is terminated by the Company without Cause pursuant to Section 4(a)(iv(other than for Cause, Disability or Death) or by the Executive for Good Reason pursuant within 12 months following the Change in Control Date, then the Executive shall be entitled to Section 4(a)(vthe following benefits: the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the sum of (A) the Executive's base salary through the Date of Termination as well as any bonus or portion thereof which has been earned for the most recently completed fiscal year, (B) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), in addition (B), and (C) shall be hereinafter referred to as the payments and benefits described in Section 5(a) above"Accrued Obligations"); for 12 months after the Date of Termination, the Company shall, subject to Section 20 and Section 5(c) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c): (i) Continue shall continue to pay to the Executive Annual Base Salary during the period beginning on the Date of Termination and ending on the first anniversary of the Date of Termination (such period, the “Severance Period”) in accordance with the Company’s regular payroll practice as of the Date of Termination; (ii) Pay to the Executive an amount equal to the product of (A) the amount of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in such year and (B) the ratio of (x) the number of full his annual base salary distributed at regular pay period intervals. for 12 months elapsed during the fiscal year during which such termination of employment occurs on or prior to after the 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 to (y) twelve (12). Any amount payable pursuant provide health benefits to this Section 5(b)(ii) shall, subject the Executive and the Executive's family at least equal to Section 20 and Section 5(c), be paid those which would have been provided to Executive in accordance with Section 3(b) as them if the Executive was still employed on the applicable bonus payment dateExecutive's employment had not been terminated, but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs; (iii) Accelerate the vesting of a pro rata amount of the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Date of Termination occurs, such amount to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iv) During the Severance Period, if the Executive elects to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985applicable Benefit Plans in effect on the Termination Date. to the extent not previously paid or provided, as amended (“COBRA”), continue coverage for the Company shall timely pay or provide to the Executive and any eligible dependents under the Company group health benefit plans in other amounts or benefits required to be paid or provided or which the Executive and is eligible to receive following the Executive's termination of employment under any dependents were entitled to participate immediately prior to the Date plan, program, policy, practice, contract or agreement of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the COBRA administrator, the Company will reimburse Executive for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv"Other Benefits"); provided, however, that in the event Employee obtains other employment that offers group health benefits, such continuation of COBRA coverage by the Company under this Section 5(b)(iv) shall immediately cease.and

Termination Without Cause or for Good Reason. In the event that Executive incurs a “separation from service” (within the meaning of the Executive’s Section 409A (as defined below) (a “Separation from Service”) due to a termination of employment (i) by the Company without Cause pursuant to Section 4(a)(iv(as defined below), or (ii) or by the Executive for Good Reason pursuant to Section 4(a)(v(as defined below), then, in addition to the payments and benefits described in Section 5(a) above, the Company shallAccrued Obligations, subject to Section 20 and Section 5(c) and subject to the Executive’s timely execution and non-revocation of a waiver and release of claims agreement substantially in the Company’s customary form attached as Exhibit A (a the “Release”), Executive shall be entitled to the benefits set forth below in this Section 4(a). Each payment under this Section 4(a) shall be treated as a separate payment for purposes of the Release Expiration Date, in accordance with Section 20(c):409A. (i) Continue The Company shall pay Executive an amount equal to pay to the Executive Annual twelve (12) months of Executive’s Base Salary during the period beginning (as in effect on the Date date of Termination and ending on the first anniversary of the Date of Termination (such periodExecutive’s termination), the “Severance Period”) payable in substantially equal installments in accordance with the Company’s regular normal payroll practice as procedures during the period commencing on the date of termination and ending on the twelve (12)-month anniversary of the date of termination; provided, that no payments under this Section 4(a)(i) shall be made prior to the first payroll date occurring on or after the thirtieth (30th) day following the date of termination (such payroll date, the “First Payroll Date”) (with amounts otherwise payable prior to the First Payroll Date of Termination;paid on the First Payroll Date without interest thereon). (ii) Pay The Company shall pay Executive, in addition to the Executive continuation payments described in Section 4(a)(i) above, an amount equal to one hundred percent (100%) of Executive’s Base Salary (at the product of (A) annual rate in effect at the amount of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect start of the fiscal year year), payable in a single lump-sum payment on the date on which the Date of Termination occurs based on actual individual and Company performance goals in such year and (B) the ratio of (x) the number of full months elapsed during the fiscal year during which such termination of employment occurs on or prior annual bonuses are paid to the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus payment dateCompany’s senior executives generally for such fiscal year, but in no event earlier than January 1, prior to the First Payroll Date or later than December 31, the fifteenth (15th) day of the calendar year immediately third (3rd) month following the calendar year in which the Date of Termination occurs; (iii) Accelerate the vesting of a pro rata amount of the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Date date of Termination termination occurs. (iii) Executive shall be entitled to receive benefits mandated under Section 4980B of the Code, such amount as amended (“COBRA”) or any replacement or successor provision of United States tax law, subject to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date valid election to receive COBRA benefits, at the same levels as in effect for Executive and Executive’s dependents immediately prior to Executive’s termination of Termination is June 30employment, 2014with the premium paid at the Company’s expense until the first to occur of (A) twelve (12) months from the date of termination, fifty percent (50%B) the expiration of the Annual Equity Award that otherwise would vest at the end period of fiscal 2014 shall immediately vest, and time during which Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled is entitled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iv) During the Severance Period, if the Executive elects to continue continuation coverage under the Company’s group health plan under COBRA, or (C) such date that Executive becomes eligible for coverage under the group health plan of another employer (in accordance with any case, the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRAContinuation Period”), continue coverage for the Executive and any eligible dependents under the Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits if (I) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the Continuation Period to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), (II) the Company evidence cannot provide the benefit without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), or (III) the Company is otherwise unable to continue to cover Executive or Executive’s payments made to the COBRA administratordependents under its group health plans, the Company will reimburse Executive for the Company’s share of the premiums associated therewith then, in any such case, an amount equal to what each remaining premium payment shall thereafter be paid to Executive as currently taxable compensation in substantially equal monthly installments over the Company pays for Continuation Period (or the health insurance premiums of other executive level employees at remaining portion thereof) . After the Company. The Continuation Period, any COBRA health continuation period (to the extent permitted under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv); provided, however, that in the event Employee obtains other employment that offers group health benefits, such continuation of COBRA coverage by the Company under this Section 5(b)(ivapplicable law) shall immediately ceasebe at Executive’s sole expense.

Termination Without Cause or for Good Reason. In If the event of -------------------------------------------- Executive's employment with the Executive’s termination of employment Company is terminated by the Company without Cause pursuant to Section 4(a)(iv(other than for Cause, Disability or death) or by the Executive for Good Reason pursuant to Section 4(a)(v)within 12 months following the Change in Control Date, in addition then the Executive shall be entitled to the payments and benefits described in Section 5(a) above, the Company shall, subject to Section 20 and Section 5(c) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c):following benefits: (i) Continue to the Company shall pay to the Executive Annual Base Salary during the period beginning on in a lump sum in cash within 30 days after the Date of Termination and ending on the first anniversary aggregate of the Date of Termination (such period, the “Severance Period”) in accordance with the Company’s regular payroll practice as of the Date of Termination;following amounts: (ii1) Pay to the Executive an amount equal to the product sum of (A) the amount of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which Executive's base salary through the Date of Termination occurs based on actual individual and Company performance goals in such year and Termination, (B) the ratio product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of full months elapsed during days in the current fiscal year during which such termination of employment occurs on or prior to through the Date of Termination, and the denominator of which is 365, and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to the sum of (x) the Executive's highest annual base salary while employed by the Company during the five-year period prior to the Change in Control Date and (y) twelve the Executive's highest annual bonus while employed by the Company during the five-year period prior to the Change in Control Date. (12). Any amount payable pursuant ii) for 12 months after the 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 to this Section 5(b)(ii) shallprovide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as the applicable Benefit Plans in effect on the Measurement Date if more favorable to the Executive and his family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive was still employed becomes -------- reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the applicable bonus payment dateExecutive and his family as those being provided by the Company, but in then the Company shall no event earlier than January 1, or later than December 31, of longer be required to provide those particular benefits to the calendar year immediately following the calendar year in which the Date of Termination occursExecutive and his family; (iii) Accelerate to the vesting extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of a pro rata amount employment under any plan, program, policy, practice, contract or agreement of the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Date of Termination occurs, Company and its affiliated companies (such amount other amounts and benefits shall be hereinafter referred to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years"Other Benefits"); and (iv) During for purposes of determining eligibility (but not the Severance Period, if time of commencement of benefits) of the Executive elects for retiree benefits to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for the Executive and any eligible dependents under the Company group health benefit plans in which the Executive and any dependents were entitled is entitled, the Executive shall be considered to participate immediately prior to have remained employed by the Company until 12 months after the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv); provided, however, that in the event Employee obtains other employment that offers group health benefits, such continuation of COBRA coverage by the Company under this Section 5(b)(iv) shall immediately cease.

Termination Without Cause or for Good Reason. In (i) the event Company shall pay to the Executive in a lump sum in cash on the next regularly scheduled payroll date after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive’s base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) payment for any accrued but unused vacation days, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and (2) the amount equal to (A) two multiplied by (B) the sum of (x) the Executive’s highest annual base salary during the three-year period prior to the Change in Control Date and (y) the Executive’s highest annual bonus during the three-year period prior to the Change in Control Date. (ii) The Executive shall be entitled to receive all Company benefits to which the Executive was entitled as of the date of termination, subject to the terms of all applicable benefit plans and to the extent such benefits can be provided to a non-employee (or to the extent such benefits cannot be provided to non-employees, then the Company shall pay to Executive on the first business day of each month during the applicable period the amount that the Company was paying the applicable third party for such benefits immediately prior to the termination of Executive’s employment with the Company), at the same average level and on the same terms and conditions which applied immediately prior to the date of the Executive’s termination, for the shorter of: (i) twenty four months following the date of such termination or (ii) until the Executive obtains reasonably comparable coverage from another employer; (iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment by under any plan, program, policy, practice, contract or agreement of the Company without Cause pursuant to Section 4(a)(iv) or by the Executive for Good Reason pursuant to Section 4(a)(v), in addition to the payments and its affiliated companies (such other amounts and benefits described in Section 5(a) above, the Company shall, subject shall be hereinafter referred to Section 20 and Section 5(c) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c): (i) Continue to pay to the Executive Annual Base Salary during the period beginning on the Date of Termination and ending on the first anniversary of the Date of Termination (such period, the “Severance PeriodOther Benefits”) in accordance with the Company’s regular payroll practice as of the Date of Termination; (ii) Pay to the Executive an amount equal to the product of (A) the amount of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in such year and (B) the ratio of (x) the number of full months elapsed during the fiscal year during which such termination of employment occurs on or prior to the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs; (iii) Accelerate the vesting of a pro rata amount of the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Date of Termination occurs, such amount to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iv) During notwithstanding the Severance Periodforegoing, if and to the extent required in order to avoid the imposition on Executive elects to continue coverage of any excise tax under Section 409A (“Code Section 409 A”) of the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act Internal Revenue Code of 19851986, as amended (the “COBRACode”), continue coverage for the Executive payment of any severance or other payments under this Section 4 shall not commence until, and any eligible dependents under shall be made on, the Company group health benefit plans in which first business day after the Executive and any dependents were entitled to participate immediately prior to date that is six (6) months following the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence date of Executive’s payments made to termination of employment, and in such event the COBRA administrator, initial payment shall include a catch-up amount covering amounts that would otherwise have been paid during the Company will reimburse Executive for the Companysix-month period following Executive’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv); provided, however, that in the event Employee obtains other employment that offers group health benefits, such continuation of COBRA coverage by the Company under this Section 5(b)(iv) shall immediately ceasetermination date.

Termination Without Cause or for Good Reason. In the event of If the Executive’s termination of employment with the Company is terminated by the Company without Cause pursuant to Section 4(a)(iv(other than for Cause, Disability or death) or by the Executive for Good Reason pursuant to Section 4(a)(v), in addition within the period from 60 days prior to the payments and benefits described Change in Section 5(a) aboveControl Date to 24 months following the Change in Control Date, the Company shallthen, subject to Section 20 and Section 5(c4.2(a)(v) and subject below, the Executive shall be entitled to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c):following benefits: (i) Continue to The Company shall pay to the Executive Annual Base Salary during in cash the period beginning aggregate of the following amounts: (1) The Company shall make a lump sum cash payment to the Executive equal to (A) the Executive’s base salary through the Date of Termination, (B) the product of (x) the greater of (i) Executive’s largest annual bonus for the most recently completed three (3) fiscal years and (ii) the Executive’s target annual bonus at time of termination and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A) and (C) shall be hereinafter referred to as the “Accrued Obligations” and the dollar amount described in clause (B) shall be hereinafter referred to as the “Pro-Rata Bonus” ). Payment of the Accrued Obligations shall be made on the Date of Termination, and the payment of the Pro-Rata Bonus shall be made on the 30th day following the later of the Executive’s Separation from Service or the Change in Control Date (the “Applicable Date”) or as soon as administratively practicable following such scheduled payment date, but in no event later than the close of the calendar year in which the Applicable Date occurs or (if later) the 15th day of the third calendar month following that date. (2) Any compensation deferred on behalf of the Executive on the Date of Termination and ending on or the first anniversary Change in Control Date under any deferred compensation plan subject to Section 409A of the Date of Termination Internal Revenue Code, as amended (such period, the “Severance PeriodCode”), shall be paid at the time or times specified for payment pursuant to the provisions of such plan. (3) The Company shall, in accordance with a series of 18 successive equal monthly installments pursuant to the Company’s regular normal payroll practice as of the Date of Termination; (ii) Pay practices, pay in cash to the Executive an amount equal to the product of (A) the amount of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in such year and 1.5 multiplied by (B) the ratio sum of (x) the number greater of full months elapsed during (i) the Executive’s annual base salary for the most recently completed fiscal year during which such or (ii) the Executive’s current annual base salary at the time of termination of employment occurs on or prior to the Date of Termination, to and (y) twelve the greater of (12)i) Executive’s largest annual bonus for the most recently completed three (3) fiscal years and (ii) the Executive’s target annual bonus at time of termination. Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), The first such installment shall be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus 30th day following the Applicable Date or as soon as administratively practicable following such scheduled payment date, but in no event earlier than January 1, or later than December 31, the close of the calendar year immediately following the calendar year in which the Applicable Date occurs or (if later) the 15th day of Termination occurs;the third calendar month following that date. (iiiii) Accelerate For a period not to exceed 18 months measured from the vesting of a pro rata amount of Applicable Date, the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Date of Termination occurs, such amount to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iv) During the Severance PeriodCompany shall, if the Executive elects under Code Section 4980B to continue health care coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985for himself, as amended (“COBRA”), continue coverage for the Executive his spouse and any his eligible dependents under the Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to following the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for provide such continued health care coverage at the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv)expense; provided, however, that such coverage at the Company’s expense shall immediately terminate on the date the Executive is first covered under another employer’s heath benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such health care coverage shall be at the same level and provide the same type of benefits as would have been provided to them if the Executive’s employment had not been terminated and they had continued to be covered under the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies. Such continued health care coverage shall be provided pursuant to the provisions of this subparagraph (ii) even if such coverage extends beyond the period of statutorily-required coverage under Code Section 4980B, but subject to earlier termination in accordance with the above proviso relating to coverage under another employer’s plan. In the event the Company’s provision of such continued health care coverage results in the recognition of taxable income (whether for federal, state or local income tax purposes) by the Executive or his spouse or other eligible dependent, then the Executive and his spouse and dependents shall each be responsible for the payment of the income and employment tax liability resulting from such coverage, and the Company will not provide any tax gross-up payments to the Executive (or any other person) with respect to such income and employment tax liability. To the extent the health coverage under this Subparagraph (ii) is to be provided through a self-funded program maintained by the Company, the Executive shall directly pay for the costs to obtain such health coverage and shall, within 30 days after each periodic payment for a reimbursable health care expense under this Section 4.2, submit appropriate evidence of such payment to the Company for reimbursement, and the Company shall pay such reimbursement on the 30th day following receipt of the submission. During the period such health care coverage remains in effect hereunder, the following provisions shall govern the arrangement: (a) the amount of the costs eligible for reimbursement in any one calendar year of such coverage shall not affect the amount of the costs eligible for reimbursement in any other calendar year for which such reimbursement is to be provided hereunder; (ii) no costs shall be reimbursed after the close of the calendar year following the calendar year in which those costs were incurred; and (iii) the Executive’s right to the reimbursement of such costs cannot be liquidated or exchanged for any other benefit. To the extent the reimbursed heath care costs constitute taxable income to the Executive, the Company shall report the reimbursement as taxable W-2 wages and collect the applicable withholding taxes, and any remaining tax liability shall be the Executive’s sole responsibility. In the event Employee obtains that the Executive’s Date of Termination occurs prior to the Change in Control Date, then the period of coverage hereunder shall be reduced by the period from the Executive’s Date of Termination to the Change in Control Date. (iii) To the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment that offers group health under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”). Each of the Other Benefits shall be paid or provided as they become due and payable in one or more installments under the applicable plan or arrangement. (iv) For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, such continuation of COBRA coverage the Executive shall be considered to have remained employed by the Company under until 18 months after the Date of Termination. (v) Notwithstanding the foregoing, if the Executive breaches any ongoing obligation with the Company (by way of example and not by way of limitation, any breach of a non-competition or non-solicitation provision with the Company), and such breach is not cured within 30 days of written notice of such breach received by the Executive from the Company, then the Company shall no longer be required to provide any of the benefits set forth in this Section 5(b)(iv4.2(a) shall immediately ceaseabove.

Termination Without Cause or for Good Reason. In the event of that -------------------------------------------- your employment with the Executive’s termination of employment Company is terminated by the Company without Cause pursuant to Section 4(a)(iv) or by the Executive you for Good Reason pursuant to Section 4(a)(v)Reason, in addition to the payments and benefits described in Section 5(a) above, the Company shall, subject to Section 20 and Section 5(c) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c): then (i) Continue all options which have vested shall continue to pay to the Executive Annual Base Salary during the period beginning on the Date of Termination and ending on the first anniversary of the Date of Termination (such period, the “Severance Period”) be exercisable in accordance with the Company’s regular payroll practice as terms of the Date of Termination; Company's stock option plan and applicable legal requirements; (ii) Pay all payments of Base Salary and bonuses accrued but unpaid on the date of termination, as well as all expenses incurred to the Executive an amount equal date of termination, shall be due and payable to you immediately; (iii) subject to the product provisions of (A) the amount of the Annual Bonus that would have been payable Section 6 hereof, all unvested options shall vest immediately prior to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in such year and (B) the ratio of (x) the number of full months elapsed during the fiscal year during which such termination of employment to the extent that such options would have vested from the last annual vesting anniversary date (or, if none has yet occurred because such termination of your employment occurs on or prior to the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus payment first such anniversary date, but the date of grant of such stock options) through the date of termination of your employment on a monthly basis, in no event earlier than January 1equal installments, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs; (iii) Accelerate the vesting of a pro rata amount of the Annual Equity Award that otherwise would vest at the end rate of one forty-eighth (1/48) of such stock option grant per month; (iv) the fiscal year Company shall forgive all amounts owed by you in which connection with the Date Loan and make any necessary Gross-Up Payment; (v) the Company shall pay to you a severance payment, in a cash lump sum, equal to 9 months of Termination occurs, such amount your Base Salary plus 9 months of your annual target bonus (the annual target bonus shall be based upon the average percentage of historical achievement applicable to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example2001 and later calendar years or, if Executive’s Date such termination of Termination is June 30employment shall occur during the 2001 calendar year, 2014, fifty one hundred percent (50100%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iv) During the Severance Period, if the Executive elects to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage full target bonus for the Executive and any eligible dependents under the Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv); 2001 calendar year) provided, however, that in the event Employee obtains other employment that offers group health benefits, the termination is a result of a Change of Control (whether due to termination without Cause or your termination for Good Reason following a Change of Control) the amount of such continuation of COBRA coverage by severance payment shall be no less than 12 months' severance; and (vi) the Company shall be responsible for all costs relating to maintaining your Health Care Coverage for you and your dependents under this Section 5(b)(ivCOBRA for the longer of the amount of months to which the severance payment applies as set forth in subsection (d) shall immediately ceaseor for so long as allowed by law.

Termination Without Cause or for Good Reason. In the event of If the Executive’s termination of 's employment with the Company is terminated by the Company without Cause pursuant to Section 4(a)(iv(other than for Cause, Disability or Death) or by the Executive for Good Reason pursuant to Section 4(a)(v)within 24 months following the Change in Control Date, in addition then the Executive shall be entitled to the payments and benefits described in Section 5(a) above, the Company shall, subject to Section 20 and Section 5(c) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c):following benefits: (i) Continue to the Company shall pay to the Executive Annual Base Salary during the period beginning on in a lump sum in cash within 30 days after the Date of Termination and ending on the first anniversary aggregate of the Date of Termination (such period, the “Severance Period”) in accordance with the Company’s regular payroll practice as of the Date of Termination;following amounts: (ii1) Pay to the Executive an amount equal to the product sum of (A) the amount of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which Executive's base salary through the Date of Termination occurs based on actual individual and Company performance goals in such year and Termination, (B) the ratio product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of full months elapsed during days in the current fiscal year during which such termination of employment occurs on or prior to through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation or compensatory time off pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) three multiplied by (B) the sum of (x) the Executive's highest annual base salary from the Company during the five-year period prior to the Change in Control Date and (y) twelve the Executive's highest annual bonus from the Company (12). Any amount payable pursuant paid and/or accrued) during the five-year period prior to this Section 5(b)(iithe Change in Control Date. (ii) shallfor 36 months after the Date of Termination, subject or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to Section 20 provide benefits to the Executive and Section 5(c)the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, be paid to Executive in accordance with Section 3(b) as the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive was still employed becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the applicable bonus payment dateExecutive and his family as those being provided by the Company, but in then the Company shall no event earlier than January 1, or later than December 31, of longer be required to provide those particular benefits to the calendar year immediately following the calendar year in which the Date of Termination occursExecutive and his family; (iii) Accelerate to the vesting of a pro rata amount of extent not previously paid or provided, the Annual Equity Award that otherwise would vest at Company shall timely pay or provide to the end of Executive outplacement assistance commensurate with the fiscal year in which the Date of Termination occurs, such amount to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 's position as well as any other amounts or benefits required to be paid or provided or which the remainder Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Annual Equity Award that otherwise would vest in subsequent fiscal yearsCompany and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (iv) During for purposes of determining eligibility (but not the Severance Period, if time of commencement of benefits) of the Executive elects for retiree benefits to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for the Executive and any eligible dependents under the Company group health benefit plans in which the Executive and any dependents were entitled is entitled, the Executive shall be considered to participate immediately prior to have remained employed by the Company until 36 months after the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv); provided, however, that in the event Employee obtains other employment that offers group health benefits, such continuation of COBRA coverage by the Company under this Section 5(b)(iv) shall immediately cease.

Termination Without Cause or for Good Reason. In If prior to the event expiration of the Executive’s termination of Term, Executive resigns from his employment by the Company without Cause pursuant to Section 4(a)(iv) or by the Executive hereunder for Good Reason pursuant to Section 4(a)(vor the Company terminates Executive’s employment hereunder without Cause (other than a termination by reason of death or Disability), in addition to the payments and benefits described in Section 5(a) above, then the Company shall, subject to Section 20 shall pay or provide Executive the Amounts and Section 5(cBenefits and the following: (1) and subject to the continued payment of Executive’s execution then-current Base Salary for the balance of the Term (disregarding any extensions) or a minimum of twelve (12) months following the Date of Termination, whichever is longer; provided, that if the Release is executed in one taxable year and non-revocation of becomes effective in another taxable year, payment shall not be made until the second taxable year; (2) any Annual Bonus earned but unpaid for a waiver and release of claims agreement in prior year (the Company’s customary form (a “ReleasePrior Year Bonus”), as of which shall be payable in full in a lump sum cash payment to be made to Executive on the Release Expiration Date, in accordance with Section 20(c): date that is sixty (i60) Continue to pay to the Executive Annual Base Salary during the period beginning on days following the Date of Termination and ending on or the first anniversary date such bonus would be paid if Executive had remained an employee of the Date of Termination Company, if later; provided, that if the Release is executed in one taxable year and becomes effective in another taxable year, payment shall not be made until the second taxable year; and (such period, the “Severance Period”3) in accordance with the event such resignation or termination occurs following the Company’s regular payroll practice as first fiscal quarter of the Date any year, a pro-rata portion of Termination; (ii) Pay to the Executive an amount equal to the product of (A) the amount of the Executive’s Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of for the fiscal year in which the Date of Termination Executive’s termination occurs based on actual individual and Company performance goals in results for such year and (B) determined by multiplying the ratio amount of (x) such Annual Bonus which would be due for the full calendar year by a fraction, the numerator of which is the number of full months elapsed days during the fiscal calendar year during of termination that Executive is employed by the Company and the denominator of which such termination of employment occurs on or prior to the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(cis 365), be paid to Executive in accordance with Section 3(b4(b) as if (“Pro Rata Bonus”). The Pro Rata Bonus shall be payable at the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs; (iii) Accelerate the vesting of a pro rata amount of time the Annual Equity Award that otherwise Bonus would vest at the end of the fiscal year in which the Date of Termination occurs, such amount to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, have been paid if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years)employment had not terminated; and (iv4) During the Severance Period, if the Executive elects subject to continue Executive’s timely election of continuation coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for with respect to the Executive and any eligible dependents under the Company Company’s group health benefit insurance plans in which the Executive and any dependents were entitled to participate participated immediately prior to the Date of Termination. In the event Executive elects to continue with Termination (“COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administratorContinuation Coverage”), the Company will reimburse Executive for shall pay the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv); provided, however, that in the event Employee obtains other employment that offers group health benefits, such continuation cost of COBRA coverage by Continuation Coverage for Executive and his eligible dependents until the Company earliest of (A) Executive or his eligible dependents, as the case may be, ceasing to be eligible under this Section 5(b)(ivCOBRA (or any COBRA-like benefits provided under applicable state law) shall immediately ceaseand (B) eighteen (18) months following the Date of Termination.

Termination Without Cause or for Good Reason. In the event of If the Executive’s termination of employment by the Company without is terminated by the Company other than for Cause pursuant (other than a termination due to Section 4(a)(ivDisability or death) or by the Executive for Good Reason pursuant to Section 4(a)(v), in addition to the payments and benefits described in Section 5(a) aboveReason, the Company shall, subject to Section 20 and Section 5(c) and subject to shall pay or provide the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c):Executive with (i) Continue to pay to the Executive Annual Base Salary during the period beginning on the Date of Termination and ending on the first anniversary of the Date of Termination (such period, the “Severance Period”) in accordance with the Company’s regular payroll practice as of the Date of TerminationAccrued Amounts; (ii) Pay a pro-rata portion of the Executive’s Bonus for the performance year in which the Executive’s termination occurs, which shall be paid at the time that annual Bonuses are paid to other senior executives, but in any event within seventy-five (75) days after the conclusion of the Fiscal Year to which such Bonus relates (determined by multiplying the amount the Executive would have received based upon actual performance had employment continued through the end of the performance year (but, as to any performance year that begins on or prior to January 1, 2009, in no event less than the amount for target performance for that year) by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365); (iii) $5 million if the last day of the Executive’s employment by the Company occurs in 2007 or $3.5 million if the last day of the Executive’s employment by the Company occurs on or after January 1, 2008 but before December 31, 2012 (for purposes of clarity, the Company shall have no obligation to the Executive pursuant to this clause (iii) if the last day of the Executive’s employment by the Company occurs on or after December 31, 2012); (iv) an amount equal to the product of (A) the amount sum of (1) the Annual Executive’s Base Salary and (2) the then Target Bonus that would have been multiplied by (B) three (3), payable in a single lump-sum; and (v) two (2) years of additional service credit and age for benefit accrual, early retirement reduction and vesting purposes under the Guess?, Inc. Supplemental Executive Retirement Plan. Subject to Section 21(a), the payments provided for in this Section 8(d)(iii) and 8(d)(iv) (to the extent provided therein) shall be paid to the Executive pursuant to Section 3(b) if in the Executive was still employed as of month immediately following the applicable bonus payment date in respect of the fiscal year month in which the Date Executive’s termination of Termination occurs based on actual individual and Company performance goals in such year and (B) employment occurs, provided that the ratio date of (x) the number of full months elapsed during the fiscal year during which such Executive’s termination of employment occurs on or prior the same date as the Executive’s “separation from service” (within the meaning of Section 409A and after giving effect to the Date of Terminationpresumptions set forth in Treasury Regulations Section 1.409A-1(h)(1)(ii)) from the Company and its subsidiaries, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), otherwise such amounts shall be paid to the Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year month immediately following the calendar year in which the Date of Termination occurs; (iii) Accelerate the vesting of a pro rata amount of the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Date of Termination occurs, such amount to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iv) During the Severance Period, if the Executive elects to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for the Executive and any eligible dependents under the Company group health benefit plans month in which the Executive and any dependents were entitled to participate immediately prior incurs such a “separation from service.” Notwithstanding anything to the Date contrary contained herein, the Company shall have no obligation to provide any of Termination. In the event monetary payments and/or benefits provided for in this Section 8(d) (other than Accrued Amounts) unless and until the Executive elects to continue with COBRA coverage, provided, that Employee timely submits executes an effective general release of all claims in favor of the Company in a form acceptable to the Company evidence (the “Release”) and delivers such executed Release to the Company within twenty-one (21) days following the date of his “separation from service.” For the avoidance of doubt, the Executive’s execution of the Release is a condition precedent to any obligation of the Company to provide the monetary payments made to the COBRA administratorand/or benefits provided for in this Section 8(d) (other than Accrued Amounts). In addition, the Company will reimburse Executive for Company, at its election, shall have the Company’s share of the premiums associated therewith option in an amount equal its full and absolute discretion to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently enter into a two-year consulting agreement with the period of continued coverage Executive in substantially the same form and on substantially the same conditions as set forth in this Section 5(b)(iv); providedAppendix A below, however, that in with the event Employee obtains other employment that offers group health benefits, such continuation consulting period (if any) to commence on the first day following the date of COBRA coverage by the Company under this Section 5(b)(iv) shall immediately ceaseExecutive’s termination of employment.

Termination Without Cause or for Good Reason. Subject to Section 22, if on or prior to the expiration of the Contract Term the Executive’s employment is terminated (i) by the Company or the Partnership other than for Cause (as defined above) or (ii) by the Executive’s resignation for Good Reason (as defined above), the Executive shall be entitled to the Accrued Compensation (as defined below) and the Company shall also pay a lump sum cash payment (the “Severance Payment”) to the Executive within 30 days after the date of such termination of the Executive’s employment provided that the Executive (x) has executed and delivered to the Company a general release of the Company and its affiliates in the form attached hereto as Exhibit A (the “Release”), and has not revoked the Release, prior to the expiration of such 30-day period, and (y) the Executive is in compliance with the requirements of Sections 4(a), (c) and (d) and in material compliance with Sections 4(b) and (e). Except as otherwise required by Section 22(b), the Severance Payment shall be paid on the first business day following the date on which the Release becomes irrevocable, or if the 30-day period ends in the calendar year next following the calendar year in which the Executive’s employment so terminates, on the first business day of such following calendar year after the Release has become irrevocable. The Severance Payment shall be equal to 300% of the sum of (A) the Executive’s Annual Base Salary and (B) his Deemed Annual Bonus for the Contract Year in which the termination occurs. In addition, subject to Section 22, the event of Partnership and the Company shall (pursuant to Company and/or Partnership benefit plans or otherwise) continue to provide all health and welfare Benefits the Executive and his eligible dependents were participating in immediately prior to the Executive’s termination of employment by at such level and terms and conditions as in effect on the Company without Cause pursuant to Section 4(a)(ivdate of termination (“Continued Coverage”) or by for each Contract Year through the end of the Contract Term as if the Executive had continued to remain employed through the last day of the Contract Term; provided that if the remaining Contract Term is less than 18 months, the Executive and his eligible dependents shall be entitled to no less than 18 months of Continued Coverage at the same cost the Executive was paying for Good Reason pursuant such coverage immediately prior to Section 4(a)(v)his termination date. For the avoidance of doubt, in addition the parties acknowledge and agree that for the purpose of the foregoing sentence “health and welfare Benefits” shall not include any 401(k) plan or other retirement plan, or any employee equity or incentive awards (but Executive may still be eligible to receive equity awards during the Continued Coverage period to the payments and benefits described extent he is otherwise eligible in his capacity as a member of the Board of Directors). Notwithstanding anything else in this Section 5(a) above8(a), the Company shall, and/or the Partnership shall not be required to provide any Continued Coverage with respect to disability insurance unless the Company or the Partnership is able to purchase a policy covering the Executive on a commercially reasonable basis. If and to the extent necessary in order for the Executive to avoid being subject to tax under Section 20 and Section 5(c105(h) and subject of the Code on any payment and/or reimbursement of any health care expenses made to him or his eligible dependents or for his or their benefit pursuant to the Executive’s execution and non-revocation of a waiver and release of claims agreement in preceding sentence the Company’s customary form (a “Release”), Company shall impute as of the Release Expiration Date, in accordance with Section 20(c): (i) Continue to pay to the Executive Annual Base Salary during the period beginning on the Date of Termination and ending on the first anniversary of the Date of Termination (such period, the “Severance Period”) in accordance with the Company’s regular payroll practice as of the Date of Termination; (ii) Pay taxable income to the Executive an amount equal to the product of (A) the amount of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in such year and (B) the ratio excess of (x) the number full actuarial cost of full months elapsed during the fiscal year health care benefit coverages provided to him and his dependents thereunder over (y) the portion of such total cost paid for by the Executive or dependents for such period during which such coverages are provided. For these purposes, the Executive’s “Deemed Annual Bonus for the Contract Year” shall be the greater of (i) the Annual Bonus earned by the Executive with respect to the calendar year immediately preceding the Contract Year in which the Executive’s employment terminates (including any year under the Existing Employment Contract, if applicable), or (ii) the average of the Annual Bonuses (if any) earned by the Executive with respect to the three calendar years immediately preceding the Contract Year in which the Executive’s employment terminates (including any year under the Existing Employment Contract, if applicable). Upon any termination under this Section 8(a), the Executive’s equity and/or long-term incentive awards which vest based solely on the passage of employment occurs time (including any common shares or other equity issued or issuable upon achievement of any applicable performance goals achieved on or prior to the Date date of Terminationtermination, including, without limitation, with respect to the Notional Unit Awards) shall fully vest as of the date of termination (yincluding any accrued and unvested dividends thereon) twelve (12)and the transfer and/or sale restrictions on such equity awards shall also lapse as of the date of termination. Any amount payable pursuant to In addition, upon any termination under this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c8(a), any equity awards and/or long-term incentive awards for which the performance goals remain outstanding shall vest and be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs; (iii) Accelerate the vesting of a pro rata amount of the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Date of Termination occurs, such amount to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iv) During the Severance Period, if the Executive elects to continue coverage under the Company’s group health plan and/or delivered in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for applicable award agreement; provided that in all events the Executive and any eligible dependents shall vest into no less than the number of units or shares the Executive would have received under the Company group health benefit plans in applicable award agreement if he remained employed indefinitely multiplied by a fraction the numerator of which is number of days the Executive was employed during the performance period and any dependents were entitled to participate immediately prior to the Date denominator is the number of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv); provided, however, that days in the event Employee obtains other employment that offers group health benefits, such continuation of COBRA coverage by the Company under this Section 5(b)(iv) shall immediately ceaseperformance period.

Termination Without Cause or for Good Reason. In the event of the (a) Subject to and contingent upon Executive’s termination of employment by compliance with this Section 5 and Section 6, if during the Term the Company terminates Executive’s employment without Cause pursuant to Section 4(a)(iv) or by the Executive terminates his employment for Good Reason pursuant Reason, Executive will be entitled to Section 4(a)(v), in addition to receive the following payments and benefits described in Section 5(a) above, the lieu of any payments or benefits to which Executive would otherwise be entitled under any Company shall, subject to Section 20 and Section 5(c) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c):severance or other similar plan or program: (i1) Continue to pay to the Executive Annual Any unpaid Base Salary during and any accrued but unused vacation pay through the period beginning on the Date of Termination and ending on the first anniversary of the Date of Termination (such period, the “Severance Period”) in accordance with the Company’s regular payroll practice as of the Date of TerminationDate; (ii2) Pay to the Executive an amount equal to the product of (A) the amount of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable A pro rata bonus payment date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in such year and (B) the ratio of (x) the number of full months elapsed during the fiscal year during which such termination of employment occurs on or prior to the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately following for the calendar year in which the Termination Date occurs, calculated by multiplying the Severance Bonus Amount by a fraction, the numerator of which is the number of days in the current calendar year through the Termination occursDate and the denominator of which is 365, payable at the time that bonuses are paid to similarly situated employees; (iii3) Accelerate An amount equal to (a) one times Base Salary, if the vesting of a pro rata amount Termination Date occurs prior to the first anniversary of the Annual Equity Award Effective Date and no Change in Control has then occurred, or (b) two times Base Salary, if the Termination Date occurs after a Change in Control or on or after the first anniversary of the Effective Date; (4) Continued receipt of medical, dental, vision, basic life, and employee assistance coverage for 24 months after the Termination Date, subject to payment by Executive of the employee cost of those benefits as paid by active employees, but if while receiving benefits under this Section 5.3(a)(4) Executive becomes employed by another employer who provides one or more similar benefits, Executive will so notify the Company and the benefits under the Company’s plan will automatically become secondary to those provided under the new plan; (5) Outplacement services substantially similar to those provided pursuant to the terms of the Company’s severance plan; and (6) Accrued benefits pursuant to the Company’s benefit plans and programs. Notwithstanding anything to the contrary in this Agreement, the Company will have no obligation to pay any amounts or provide any benefits described in this Section 5.3(a) if Executive breaches any of his obligations under Section 6. (b) Subject to Section 7.10, the Company will pay the amounts described in Section 5.3(a)(1) within 10 business days after the Termination Date (unless an earlier date is required by law). (c) Subject to Section 7.10, the Company will pay the amounts described in Sections 5.3(a)(2) and 5.3(a)(3) and provide the benefits described in Sections 5.3(a)(4) and 5.3(a)(5) only after Executive executes and delivers a general release in the form attached as Exhibit A (or another form that otherwise would vest is acceptable to the Company in its sole discretion) (“Release”) that becomes irrevocable according to its terms, within the time periods described below. Within 45 days after the Termination Date (the “Delivery Deadline”), Executive must deliver to the Company either an executed Release or a notice stating that Executive has a good faith, bona fide dispute regarding his employment or the termination of his employment with the Company (“Dispute Notice”). If Executive delivers an executed Release by the Delivery Deadline and does not subsequently revoke it, the Company will (i) pay the amount described in Section 5.3(a)(2) in a lump sum at the time that bonuses are paid to similarly situated employees (on or before March 15 of the year following the year in which the relevant services required for payment have been performed), and (ii) pay the amount described in Section 5.3(a)(3) in a lump sum on the first business day that is 60 days after the Termination Date (except that, as permitted by Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated under that section (the “Code”), the Company may, in its sole discretion, make the lump sum payment at the end of the fiscal calendar month that in which the 30th day after the Termination Date occurs. If Executive delivers a Dispute Notice by the Delivery Deadline, the Company will, as permitted by Section 409A of the Code, pay the amounts described in Sections 5.3(a)(2) and 5.3(a)(3) in a lump sum within 30 days after the date that the dispute is resolved and an executed Release is delivered and becomes irrevocable in accordance with its terms (the “Resolution Date”), but in no event later than the calendar year in which the Resolution Date of Termination occurs, such amount to based on the number of full occurs (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) except that payment of the Annual Equity Award amount described in Section 5.3(a)(2) will be made no sooner than the time that otherwise would vest at bonuses are paid to similarly situated employees). Executive will be deemed to have waived the end of fiscal 2014 shall immediately vestamounts described in Sections 5.3(a)(2) and 5.3(a)(3) and the benefits described in Sections 5.3(a)(4) and 5.3(a)(5), and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iv) During the Severance Period, if the Executive elects to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for the Executive and any eligible dependents under the Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse have no further obligation to pay those amounts or provide those benefits (except as and to the extent required by law), if (1) Executive for the Company’s share of the premiums associated therewith in fails to deliver either an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv); provided, however, that in the event Employee obtains other employment that offers group health benefits, such continuation of COBRA coverage executed Release or a Dispute Notice by the Company Delivery Deadline, or (2) having so delivered an executed Release, Executive revokes the Release and does not deliver a Dispute Notice by the Delivery Deadline, or (3) having so delivered a Dispute Notice, the dispute is not resolved, or (4) having so delivered a Dispute Notice, the dispute is resolved and Executive fails to deliver an executed Release or revokes the Release once delivered, or (5) having so delivered a Dispute Notice, the dispute is resolved in a manner that terminates any further obligations under this Section 5(b)(ivSections 5.3(a)(2) shall immediately ceasethrough 5.3(a)(5).

Termination Without Cause or for Good Reason. In the event of the The Executive’s termination of employment with the Company may be terminated at any time by the Company without Cause pursuant to Section 4(a)(iv(as defined below) by giving the Executive thirty (30) days’ advance written notice of such termination, or by the Executive for Good Reason (as defined below) by giving the Company thirty (30) days’ advance written notice of such termination; provided, however, that no condition shall constitute Good Reason unless the Executive provides notice of such condition to the Company within ninety (90) days of its initial existence, and the Company fails to remedy the condition within thirty (30) days of its receipt of such notice, and provided, further, that the Executive terminates employment with the Company within two (2) years following the initial existence of the Good Reason condition. In the event of termination pursuant to this Section 4(a)(v), in addition to the payments and benefits described in Section 5(a) above1.2, the Company shall, subject to Section 20 and Section 5(c) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c): (i) Continue to shall pay to the Executive Annual Base Salary during the period beginning on following amounts: SM&A Confidential XxXxxxxx Executive Severance and Retention Agreement (a) On the effective date of the Executive’s termination (the “Date of Termination”), the sum of (i) the Executive’s base salary through the Date of Termination, (ii) any earned but unpaid bonus amounts with respect to periods ending prior to the Date of Termination to which the Executive is entitled, and ending on the first anniversary of (iii) any accrued but unused paid time off through the Date of Termination (such periodcollectively, the “Severance PeriodAccrued Obligations”). (b) If (i) no Change in Control has occurred in the twenty-four (24) months immediately preceding the Date of Termination, then, on a monthly basis, in accordance with the Company’s regular standard payroll practice as of the Date of Termination; (ii) Pay to the Executive an amount equal to the product of (A) the amount of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in such year and (B) the ratio of (x) the number of full months elapsed during the fiscal year during which such termination of employment occurs on or prior to the Date of Termination, to for the greater of a period of six (y6) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately months following the calendar year in which the Date of Termination occurs; (iii) Accelerate or until the vesting of a pro rata amount expiration of the Annual Equity Award that otherwise would vest at Executive’s Employment Agreement, an amount equal to the end sum of (A) one-twelfth of the fiscal Executive’s highest average annual base salary with the Company during the three-year in which period prior to the Date of Termination and (B) one-twelfth of the Executive’s highest annual target bonus amount with the Company during the three-year period prior to the Date of Termination; and (ii) if a Change in Control has occurred in the twenty-four (24) months immediately preceding the Date of Termination, or if the Executive’s employment with the Company is terminated prior to the date on which a Change in Control occurs, and it is reasonably demonstrated by the Executive that such termination of employment was at the request of a third party who had then taken steps reasonably calculated to effect a future Change in Control or otherwise arose in connection with or in anticipation of a future Change in Control, then on a monthly basis, in accordance with the Company’s standard payroll practice prior to the Date of Termination, for a period of twelve (12) months following the Date of Termination, an amount equal to based on the number sum of full (not partialA) fiscal months elapsed during such fiscal year (for example, if one-twelfth of the Executive’s highest average annual base salary at the Company during the three-year period prior to the Date of Termination is June 30, 2014, fifty percent and (50%B) one-twelfth of the Annual Equity Award that otherwise would vest Executive’s highest annual target bonus amount at the end Company during the three-year period prior to the Date of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); andTermination. (ivc) During If (i) no Change in Control has occurred in the Severance Periodtwenty-four (24) months immediately preceding the Date of Termination, if then (A) provided the Executive elects is eligible to continue make and makes a timely election for continuation coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”)) under any group health plan, continue continuation of coverage in effect for the Executive and any eligible dependents under the Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to at the Date of Termination. In Termination shall be provided under such plans of the event Executive elects to continue with COBRA coverageCompany, provided, that Employee timely submits without a premium charge or cost to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for the Company’s share greater of a period of six (6) months following the Date of Termination or until the expiration of the premiums associated therewith in an amount equal to what Executive’s Employment Agreement, or, if earlier, until the Company pays date the Executive is no longer eligible for COBRA (whether because the Executive is covered by a new employer’s group health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(ivor otherwise); provided, however, the Executive agrees to notify the Company immediately if the Executive becomes covered by another group health plan; and (B) reimbursement to the Executive under the Company’s Executive Edge plan for the twelve (12) month period commencing after the Date of Termination, which reimbursement shall continue even if the Executive commences new employment; provided, however, that any reimbursements made to the Executive for Executive Edge shall not exceed Ten Thousand Dollars ($10,000.00); and (ii) if a Change in Control has occurred in the event Employee obtains other SM&A Confidential XxXxxxxx Executive Severance and Retention Agreement twenty-four (24) months immediately preceding the Date of Termination, or if the Executive’s employment with the Company is terminated prior to the date on which a Change in Control occurs, and it is reasonably demonstrated by the Executive that offers such termination of employment was at the request of a third party who had taken steps reasonably calculated to effect a future Change in Control or otherwise arose in connection with or in anticipation of a future Change in Control, then (A) provided the Executive is eligible to make and makes a timely election for continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) under any group health benefitsplan, such continuation of coverage in effect for the Executive at the Date of Termination shall be provided under such plans of the Company, without a premium charge or cost to the Executive for the greater of a period of six (6) months following the Date of Termination or until the expiration of the Executive’s Employment Agreement, or, if earlier, until the date the Executive is no longer eligible for COBRA coverage (whether because the Executive is covered by a new employer’s group health or otherwise); provided, however, the Executive agrees to notify the Company immediately if the Executive becomes covered by another group health plan; and (B) reimbursement to the Executive under the Company’s Executive Edge plan for the twelve (12) month period commencing after the Date of Termination, which reimbursement shall continue even if the Executive commences new employment; provided, however, that any reimbursements made to the Executive for Executive Edge shall not exceed Ten Thousand Dollars ($10,000.00). (d) The Executive shall only be entitled to the severance, the COBRA payments (if applicable) and the Executive Edge reimbursements described in Sections 1.2(b)-(c) of this Agreement if (i) the Executive executes (and then the Executive does not rescind, as may be permitted by law) a general release of all claims against the Company and its affiliates in the form required by the Company, and (ii) the Executive continues to comply with the Executive’s continuing obligations under the Employment Agreement. The Company under this Section 5(b)(ivshall pay the Executive the severance payments and commence payments of the reimbursements described in Sections 1.2(b)-(c) shall immediately ceaseon the first regular payroll period following the effective date of the general release as set forth in the general release.

Termination Without Cause or for Good Reason. In If, prior to the event expiration of the Term, the Executive resigns from his employment hereunder for Good Reason or the Company terminates the Executive’s employment hereunder without Cause (other than a termination by reason of employment by death or Disability), and the Executive has not received and is not entitled to any payment under Section 5(d)(iii) hereof, then the Company without Cause pursuant to Section 4(a)(iv) shall pay or by provide the Executive for Good Reason pursuant to Section 4(a)(v), in addition to the payments Amounts and benefits described in Section 5(a) above, the Company shallBenefits and, subject to Section 20 and Section 5(c) and subject 9 hereof: 1. an amount equal to the Executive’s execution and non-revocation sum of a waiver and release of claims agreement in all applicable Base Salary for the Company’s customary form (a “Release”), as balance of the Release Expiration DateTerm determined as if such termination had not occurred, which shall be payable in accordance with Section 20(c): (i) Continue full in a lump sum cash payment to pay be made to the Executive Annual Base Salary during the period beginning on the Date of Termination and ending on the first anniversary of the Date of Termination within thirty (such period, the “Severance Period”30) in accordance with the Company’s regular payroll practice as days of the Date of Termination; 2. any Annual Bonus earned but unpaid for a prior year (ii) Pay the “Prior Year Bonus”), which shall be payable in full in a lump sum cash payment to be made to the Executive an amount equal to the product of within thirty (A30) the amount days of the Date of Termination; 3. in the event such resignation or termination occurs following the Company’s first fiscal quarter of any year, a pro-rata portion of the Executive’s Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of for the fiscal year in which the Date of Termination Executive’s termination occurs based on actual individual and Company performance goals in results for such year and (B) determined by multiplying the ratio amount of (x) such Annual Bonus which would be due for the full fiscal year by a fraction, the numerator of which is the number of full months elapsed days during the fiscal year during of termination that the Executive is employed by the Company and the denominator of which such termination of employment occurs on or prior to the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(cis 365), be paid to Executive in accordance with Section 3(b4(b) as if (“Pro Rata Bonus”). In the event that the Company has not established an executive bonus plan covering the year of the Term during which the Executive was still employed on terminated the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, pro-rata portion of the calendar year immediately following bonus due to the calendar year in which Executive shall be based upon the Date of Termination occursprior year’s Annual Bonus received by the Executive; (iii) Accelerate 4. subject to the vesting of a pro rata amount of the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Date of Termination occurs, such amount to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date (a) timely election of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iv) During the Severance Period, if the Executive elects to continue continuation coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for with respect to the Executive and any eligible dependents under the Company Company’s group health benefit insurance plans in which the Executive and any dependents were entitled to participate participated immediately prior to the Date of Termination. In Termination (“COBRA Continuation Coverage”), and (b) continued payment by Executive of premiums for such plans at the event Executive elects “active employee” rate (excluding, for purposes of calculating cost, an employee’s ability to continue pay premiums with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administratorpre-tax dollars), the Company will reimburse Executive shall provide COBRA Continuation Coverage for the Company’s share Executive and his eligible dependents until the earliest of (x) the premiums associated therewith in an amount equal Executive or his eligible dependents, as the case may be, ceasing to what be eligible under COBRA, (y) eighteen (18) months following the Company pays Date of Termination, and (z) the Executive becoming eligible for coverage under the health insurance premiums plan of other executive level employees at a subsequent employer (the Company. The COBRA health continuation period benefits provided under Section 4980B of this sub-section (4), the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv“Medical Continuation Benefits”); provided, however, that and 5. in the event Employee obtains other employment that offers group health benefitsa Change in Control shall not have theretofore occurred, such continuation of COBRA coverage by and the Executive has terminated this Agreement for Good Reason or the Company under this Section 5(b)(ivhas terminated the Executive without Cause, the unvested shares subject to the PSU’s and 75% of the unvested shares subject to the RSU’s shall vest in accordance with Sections 4(c)(i)(B) shall immediately ceaseand 4(c)(ii)(B), respectively.

Termination Without Cause or for Good Reason. In the event of the Executive’s termination of employment by the Company Employer without Cause pursuant to Section 4(a)(iv) or by the Executive for Good Reason pursuant to Section 4(a)(v), in addition to the payments and benefits described in Section 5(a) above, the Company Employer shall, subject to Section 20 and Section 5(c) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the CompanyEmployer’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c): (i) Continue to pay Pay to the Executive an amount equal to twelve (12) months of Annual Base Salary during at the period beginning on the Date of Termination and ending on the first anniversary of the Date of Termination (such period, the “Severance Period”) rate in accordance with the Company’s regular payroll practice as of effect immediately prior to the Date of Termination, payable in a single lump sum; (ii) Pay to the Executive an amount equal to the product of (A) the amount of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in such year and (B) the ratio of (x) the number of full months weeks elapsed during the fiscal year during which such termination of employment occurs on or prior to the Date of Termination, to (y) twelve (12)52. Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs;; and (iii) Accelerate the vesting of a pro rata amount of the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Date of Termination occurs, such amount to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iv) During the Severance Period, if If the Executive elects to continue coverage under the CompanyEmployer’s group health plan medical and dental plans in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for the Employer will pay to the Executive and any eligible dependents under the Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays premium cost of the Executive’s coverage and that of the Executives eligible dependents under those plans for a period of twelve (12) months (the health insurance premiums of other executive level employees “Benefit Continuation Period”), at the Companysame rate the Employer contributed to the Executive’s premium cost of coverage (i). The Executive must directly pay the full premium costs during the Benefit Continuation Period plus an administrative fee of up to 2% of such premium costs. The Executive acknowledges and agrees that he or she is not an “assistance eligible individual”, as that term is defined in the amendments to COBRA health continuation period under Section 4980B made by the enactment of the Code shall run concurrently with the period American Recovery and Reinvestment Act of continued coverage set forth in this Section 5(b)(iv); provided, however, that in the event Employee obtains other employment that offers group health benefits, such continuation of COBRA coverage by the Company under this Section 5(b)(iv) shall immediately cease2009.

Termination Without Cause or for Good Reason. In the event of the Executive’s termination of employment with the Company is terminated by the Company without Cause pursuant to Section 4(a)(iv) or by the Executive for Good Reason pursuant to Section 4(a)(v)Reason, at any time, and, provided no Change in addition to the payments and benefits described in Section 5(a) aboveControl shall have occurred, the Company shall, subject to Section 20 and Section 5(c) and subject to shall pay the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c): cash, aggregate severance payments equal to (ia) Continue to pay to the Executive Annual Base Salary during the period beginning on his then base salary for twelve (12) months from the Date of Termination and ending on the first anniversary of the Date of Termination (such period, the “Severance Period”b) in accordance with the Company’s regular payroll practice as of the Date of Termination; (ii) Pay to the Executive an amount equal to the product of (Ai) a fraction, the amount numerator of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in such year and (B) the ratio of (x) is the number of full months elapsed during days in the current fiscal year during which such termination of employment occurs on or prior to through the Date of Termination, and the denominator of which is 365 and (ii) the target annual bonus. The Company shall pay to (y) the Executive any severance payments due hereunder in twelve (12)) equal monthly payments on the first day of each month following such termination. Any amount payable pursuant to this Section 5(b)(iiIn addition, (a) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on shall have the applicable bonus payment dateright to exercise any stock options, but in no event earlier than January 1, long-term incentive awards or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs; (iii) Accelerate the vesting of a pro rata amount of the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Date of Termination occurs, such amount to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iv) During the Severance Period, if the Executive elects to continue coverage under the Company’s group health plan other similar awards held by him in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for the Executive and any eligible dependents under the Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv)relevant plan documents or grant letter; provided, however, that to the extent any option or award would expire by its terms within six (6) months following the date of termination, then the Executive may exercise said option or award until the earliest of (i) six (6) months following the Date of Termination or (ii) ten (10) years following the date of grant or (iii) the end of the original term of the option grant had the Executive continued employment with the Company; and (b) the Company shall provide the Executive with continuing coverage under the life, disability, accident and health insurance programs for employees of the Company generally and under any supplemental programs covering executives of the Company, as from time to time in effect, for the twelve (12) month period from such termination or until the Executive becomes eligible for substantially similar coverage under the employee plans of a new employer, whichever occurs earlier, provided that Executive’s right to elect continued medical coverage after termination of employment under Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended, shall be deemed satisfied by the coverage provided in this clause (b). The Executive shall also be entitled to a continuation of all other benefits and reimbursements in effect at the time of termination for the twelve (12) month period following such termination or until the Executive becomes eligible for substantially similar benefits from a new employer, whichever is earlier. In addition, all stock options, restricted stock and other long-term awards held by Executive on the date of termination under any of the Company’s long-term incentive plans that would vest or become exercisable within the twelve (12) months following such termination of employment had the Executive stayed in the event Employee obtains other employment employ of the Company shall vest or become immediately exercisable. Any part of the foregoing benefits that offers group health benefitsare attributable to participation in a plan in which the Executive can no longer participate under applicable law, such continuation of COBRA coverage shall be paid by the Company from other sources such that the Executive receives substantially similar benefits to those provided for under this the plan. All amounts payable hereunder shall be paid monthly during such twelve (12) month period and any amounts payable hereunder are in lieu of, not in addition to, amounts payable under Section 5(b)(iv) shall immediately cease4.

Termination Without Cause or for Good Reason. 3.2.1. If the Executive’s employment by the Company ceases due to a termination by the Company without Cause or a resignation by the Executive for Good Reason and the Executive executes and does not revoke a general release of claims against the Company in substantially the form attached hereto as Exhibit A to the Company (a “General Release”), then, the Company will pay to the Executive (i) all accrued but unpaid Base Salary and all accrued and unused vacation days through the date of termination; (ii) a cash amount equal to the sum of two times the Executive’s Base Salary; (iii) a cash amount equal to two times the Executive’s Average Annual Bonus, with such Average Annual Bonus determined by adding the amounts payable to Executive under the Company’s annual bonus programs for the three full calendar years prior to the year in which such termination of employment occurs and dividing the resulting amount by three (“Average Annual Bonus”); (iv) a cash payment equal to the Executive’s then target Annual Bonus, multiplied by a fraction, the numerator of which is the number of days in the Company’s fiscal year prior to such termination of employment and the denominator of which is 365; and (v) group health, dental and vision insurance coverage benefits equivalent to those, and on the same tax-free basis as those, to which the Executive would have been entitled if he had continued working for the Company for an additional 18 month period (or if less, until Executive becomes covered under comparable plans of another employer), after which period COBRA and/or Cal-COBRA shall become available to the Executive such that the end of the first 18-month period will be the COBRA “qualifying event” for Executive and his eligible dependents. In addition to the foregoing, in the event of such termination of employment, (i) any options to purchase the common stock of the Company previously granted to the Executive and not otherwise vested shall be fully vested as of the date of the Executive’s termination of employment; (ii) any “at-the-money” or “underwater” option grants as of the Effective Date will have a post-termination exercise period extending through the earliest of (A) 36 months following the Executive’s termination of employment, (B) their original expiration date, or (C) such shorter period as does not result in any adverse tax consequences to the Executive under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”); (iii) any of Executive’s stock options that, as of the Effective Date, have a per share exercise price that is less than the closing trading price of the Company’s common stock on the Effective Date shall have a post-termination exercise period extending through the later of (A) two and one-half months beyond, or (B) December 31 following, the three month anniversary of the Executive’s termination of employment by the Company without Cause pursuant to Section 4(a)(iv(or their original expiration date, if earlier); and (iv) or by the Executive for Good Reason pursuant to Section 4(a)(v), in addition to the payments and benefits described in Section 5(a) above, the Company shall, subject to Section 20 and Section 5(c) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), previously granted RSUs shall become vested as of the Release Expiration Date, in accordance with Section 20(c): (i) Continue to pay to the Executive Annual Base Salary during the period beginning on the Date of Termination and ending on the first anniversary of the Date of Termination (such period, the “Severance Period”) in accordance with the Company’s regular payroll practice as of the Date of Termination; (ii) Pay to the Executive an amount equal to the product of (A) the amount of additional shares the Annual Bonus that Executive would have been payable to entitled if he had continued working for the Company for an additional 12 month period. 3.2.2. For purposes of this Agreement, “Cause” means, unless the Executive pursuant to Section 3(bfully corrects the circumstances constituting Cause (provided such circumstances are capable of correction) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in such year and (B) the ratio of (x) the number of full months elapsed during the fiscal year during which such termination of employment occurs on or prior to the Date date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs; (iii) Accelerate the vesting of a pro rata amount of the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Date of Termination occurs, such amount to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iv) During the Severance Period, if the Executive elects to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for the Executive and any eligible dependents under the Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administratortermination, the Company will reimburse Executive for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv); provided, however, that in the event Employee obtains other employment that offers group health benefits, such continuation of COBRA coverage by the Company under this Section 5(b)(iv) shall immediately cease.Executive:

Termination Without Cause or for Good Reason. In If, during the event of Employment Period, the Employer shall Terminate Executive’s termination of employment by the Company without Without Cause pursuant to Section 4(a)(iv) or by the Executive shall Terminate Executive’s employment for Good Reason pursuant to Section 4(a)(v)Reason, then in addition to the payments and benefits described in Section 5(a) above, the Company shall, subject to Section 20 and Section 5(c) and subject to the consideration of Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c):services rendered prior to such Termination; (i) Continue to the Employer shall pay to Executive a lump sum in cash on the Executive Annual Base Salary during the period beginning on 30th day after the Date of Termination and ending on equal to the first anniversary aggregate of the following amounts: A. the sum of (1) Executive’s Base Salary through the Date of Termination to the extent not theretofore paid, and (such period2) any accrued vacation, sick and other leave pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1) and (2) shall be hereinafter referred to as the “Severance PeriodAccrued Obligations”) in accordance with ); and B. the Company’s regular payroll practice as of the Date of Termination; (ii) Pay to the Executive an amount equal to the product of (A1) the amount number of the Annual Bonus days that would have been payable to remained in the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which Employment Period from and after the Date of Termination occurs based on actual individual and Company performance goals in such year had the Termination not occurred (the “Remaining Employment Period”), and (B2) Executive’s Base Salary divided by 365; and C. the ratio product of (x1) Executive’s aggregate cash bonus for the last completed fiscal year, whether paid to Executive under Section 6 above or otherwise paid to Executive, and (2) a fraction, the numerator of which is the number of full months elapsed during days in the current fiscal year during which such termination of employment occurs on or prior to the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which through the Date of Termination occurs;and the denominator of which is 365. (iiiii) Accelerate for the vesting of a pro rata amount Remaining Employment Period, or such longer period as may be provided by the terms of the Annual Equity Award that otherwise would vest at appropriate plan, program, practice or policy, the end of the fiscal year in which the Date of Termination occurs, such amount Employer shall continue to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if provide benefits to Executive and/or Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise family at least equal to those which would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled have been provided to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iv) During the Severance Period, if the Executive elects to continue coverage under the Company’s group health plan them in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for the Executive and any eligible dependents under the Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Welfare Benefit Plans if Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv)employment had not been terminated; provided, however, that in if Executive becomes employed with another employer and is eligible to receive substantially the event Employee obtains same benefits under the other employment that offers group health employer’s plans as Executive would receive under the Welfare Benefit Plans under this item (ii), the benefits provided under this item (ii) shall be secondary to those provided under such other employer’s plans during such applicable period of eligibility. For purposes of determining eligibility and years-of-service credit (but not the time of commencement of benefits) of Executive for retiree benefits pursuant to such Welfare Benefit Plans, such continuation of COBRA coverage to the extent permitted by the Company terms of the Welfare Benefit Plans, Executive shall be considered to have remained employed throughout the Remaining Employment Period and to have retired on the last day of such period; and (iii) to the extent not theretofore paid or provided, the Employer shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided herein or which Executive is eligible to receive under this Section 5(b)(iv) shall immediately ceaseany Welfare Benefit Plan.

Termination Without Cause or for Good Reason. In the event of If the Executive’s termination of 's -------------------------------------------- employment with the Company is terminated by the Company without Cause pursuant to Section 4(a)(iv(other than for Cause, Disability or death) or by the Executive for Good Reason pursuant to Section 4(a)(v)within 12 months following the Change in Control Date, in addition then the Executive shall be entitled to the payments and benefits described in Section 5(a) above, the Company shall, subject to Section 20 and Section 5(c) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c):following benefits: (i) Continue to the Company shall pay to the Executive Annual Base Salary during the period beginning on in a lump sum in cash within 30 days after the Date of Termination and ending on the first anniversary aggregate of the Date of Termination (such period, the “Severance Period”) in accordance with the Company’s regular payroll practice as of the Date of Termination;following amounts: (ii1) Pay to the Executive an amount equal to the product sum of (A) the amount of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which Executive's base salary through the Date of Termination occurs based on actual individual and Company performance goals in such year and Termination, (B) the ratio product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of full months elapsed during days in the current fiscal year during which such termination of employment occurs on or prior to through the Date of Termination, and the denominator of which is 365, and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to the sum of (x) the Executive's highest annual base salary while employed by the Company during the five-year period prior to the Change in Control Date and (y) twelve the Executive's highest annual bonus while employed by the Company during the five-year period prior to the Change in Control Date. (12). Any amount payable pursuant ii) for 12 months after the 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 to this Section 5(b)(ii) shallprovide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive was still employed becomes -------- reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the applicable bonus payment dateExecutive and his family as those being provided by the Company, but in then the Company shall no event earlier than January 1, or later than December 31, of longer be required to provide those particular benefits to the calendar year immediately following the calendar year in which the Date of Termination occursExecutive and his family; (iii) Accelerate to the vesting extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of a pro rata amount employment under any plan, program, policy, practice, contract or agreement of the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Date of Termination occurs, Company and its affiliated companies (such amount other amounts and benefits shall be hereinafter referred to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years"Other Benefits"); and (iv) During for purposes of determining eligibility (but not the Severance Period, if time of commencement of benefits) of the Executive elects for retiree benefits to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for the Executive and any eligible dependents under the Company group health benefit plans in which the Executive and any dependents were entitled is entitled, the Executive shall be considered to participate immediately prior to have remained employed by the Company until 12 months after the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv); provided, however, that in the event Employee obtains other employment that offers group health benefits, such continuation of COBRA coverage by the Company under this Section 5(b)(iv) shall immediately cease.

Termination Without Cause or for Good Reason. In If the event of the ExecutiveEmployee’s termination of employment by the Company without Cause pursuant to Section 4(a)(ivis terminated (x) or by the Executive Company other than for Cause or (y) by the Employee for Good Reason pursuant to Section 4(a)(v), in addition to the payments and benefits described in Section 5(a) aboveReason, the Company shallshall pay or provide the Employee with the following, subject to the provisions of Section 20 and Section 5(c) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c):25 hereof: (i) Continue to pay to the Executive Annual Base Salary during the period beginning on the Date of Termination and ending on the first anniversary of the Date of Termination (such period, the “Severance Period”) in accordance with the Company’s regular payroll practice as of the Date of TerminationAccrued Benefits; (ii) Pay to the Executive an amount equal to the product of (A) the amount of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in such year and (B) the ratio of (x) the number of full months elapsed during the fiscal year during which such termination of employment occurs on or prior to the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occursPro Rata Bonus; (iii) Accelerate subject to the vesting of Employee’s continued compliance with the obligations in Sections 9, 10 and 11 hereof, a pro rata amount sum equal to (x) the Employee’s monthly Base Salary rate at the highest rate in effect at any time during the thirty-six (36) month period prior to the Termination Date plus (y) 1/12 of the Annual Equity Award Target Bonus, paid monthly for a period of twenty-four (24) months following such termination; provided, that otherwise would vest at if such termination occurs within twenty-four (24) months following a Change of Control (as defined in the end Company’s Legacy Reserves LP Long-Term Incentive Plan), such 24-month period shall be increased to 36 and the aggregate applicable amount shall be paid in a lump sum within sixty (60) days of the fiscal year applicable Termination Date; provided, further, that to the extent that the payment of any amount constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (as defined in which the Date of Termination occursSection 25 hereof), any such amount to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award payment scheduled to vest in fiscal 2014 as well as occur during the remainder first sixty (60) days following the termination of employment shall not be paid until the Annual Equity Award first regularly scheduled pay period following the sixtieth (60th) day following such Termination Date and shall include payment of any amount that was otherwise would vest in subsequent fiscal years)scheduled to be paid prior thereto; and (iv) During the Severance Period, if the Executive elects to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for the Executive and any eligible dependents under the Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination. In extent that the event Executive Employee elects to continue with COBRA continuation coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive pay the full cost of the Employee’s COBRA continuation coverage for the Company’s share of the premiums associated therewith in an amount equal maximum period as COBRA continuation coverage is required to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period be provided under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv)applicable law; provided, however, that the benefits described in this Section 8(d)(iv) may be discontinued prior to the event end of the period provided in this Section 8(d)(iv) to the extent, but only to the extent, that the Employee obtains other employment that offers group health benefits, such continuation receives substantially similar benefits from a subsequent employer or to avoid the imposition of COBRA coverage by any excise taxes on the Company under for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable). Payments and benefits provided in this Section 5(b)(iv8(d) shall immediately ceasebe in lieu of any termination or severance payments or benefits for which the Employee may be eligible under any of the plans, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation.

Termination Without Cause or for Good Reason. In the event of If the Executive’s termination of 's employment with the Company is terminated by the Company without Cause pursuant to Section 4(a)(iv(other than for Cause, Disability or Death) or by the Executive for Good Reason pursuant to Section 4(a)(v)within 18 months following the Change in Control Date, in addition then the Executive shall be entitled to the payments and benefits described in Section 5(a) above, the Company shall, subject to Section 20 and Section 5(c) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c):following benefits: (i) Continue to the Company shall pay to the Executive Annual Base Salary during the period beginning on in a lump sum in cash within 30 days after the Date of Termination and ending on the first anniversary aggregate of the Date of Termination (such period, the “Severance Period”) in accordance with the Company’s regular payroll practice as of the Date of Termination;following amounts: (ii1) Pay to the Executive an amount equal to the product sum of (A) the amount of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which Executive's base salary through the Date of Termination occurs based on actual individual and Company performance goals in such year and Termination, (B) the ratio product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of full months elapsed during days in the current fiscal year during which such termination of employment occurs on or prior to through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to the sum of (x) the Executive's highest annual base salary in any twelve-month period (on a rolling basis) during the five-year period prior to the Change in Control Date and (y) twelve the Executive's highest annual bonus in any twelve-month period (12). Any amount payable pursuant on a rolling basis) during the five-year period prior to this Section 5(b)(iithe Change in Control Date. (ii) shallfor one year after the Date of Termination, subject or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to Section 20 provide benefits to the Executive and Section 5(c)the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, be paid to Executive in accordance with Section 3(b) as the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and the Executive's family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive was still employed becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the applicable bonus payment dateExecutive and the Executive's family as those being provided by the Company, but in then the Company shall no event earlier than January 1, or later than December 31, of longer be required to provide those particular benefits to the calendar year immediately following Executive and the calendar year in which the Date of Termination occursExecutive's family; (iii) Accelerate to the vesting extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of a pro rata amount employment under any plan, program, policy, practice, contract or agreement of the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Date of Termination occurs, Company and its affiliated companies (such amount other amounts and benefits shall be hereinafter referred to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years"Other Benefits"); and (iv) During for purposes of determining eligibility (but not the Severance Period, if time of commencement of benefits) of the Executive elects for retiree benefits to continue coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for the Executive and any eligible dependents under the Company group health benefit plans in which the Executive and any dependents were entitled is entitled, the Executive shall be considered to participate immediately prior to have remained employed by the Company until one year after the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for the Company’s share of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in this Section 5(b)(iv); provided, however, that in the event Employee obtains other employment that offers group health benefits, such continuation of COBRA coverage by the Company under this Section 5(b)(iv) shall immediately cease.

Termination Without Cause or for Good Reason. In the event of the The Executive’s termination of employment with the Company may be terminated at any time by the Company without Cause pursuant to Section 4(a)(iv(as defined below) by giving the Executive thirty (30) days’ advance written notice of such termination, or by the Executive for Good Reason (as defined below) by giving the Company thirty (30) days’ advance written notice of such termination; provided, however, that no condition shall constitute Good Reason unless the Executive provides notice of such condition to the Company within ninety (90) days of its initial existence, and the Company fails to remedy the condition within thirty (30) days of its receipt of such notice; and provided, further, that the Executive terminates employment with the Company within two (2) years following the initial existence of the Good Reason condition. In the event of a termination pursuant to this Section 4(a)(v2.2(a), in addition to the payments and benefits described in Section 5(a) above, the Company shall, subject to Section 20 and Section 5(c) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with Section 20(c): (i) Continue to shall pay to the Executive Annual Base Salary during the period beginning on following amounts: (1) On the effective date of the Executive’s termination (the “Date of Termination”), the sum of (A) the Executive’s base salary through the Date of Termination, (B) any earned but unpaid bonus amounts with respect to periods ending prior to the Date of Termination to which the Executive is entitled, and ending on the first anniversary of (C) any accrued but unused paid time off through the Date of Termination (such period, the “Severance PeriodAccrued Obligations”); and (2) on a monthly basis, in accordance with the Company’s regular payroll standard practice as of the Date of Termination; (ii) Pay to the Executive an amount equal to the product of (A) the amount of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in such year and (B) the ratio of (x) the number of full months elapsed during the fiscal year during which such termination of employment occurs on or prior to the Date of Termination, to (y) for a period of twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately months following the calendar year in which the Date of Termination occursTermination, an amount equal to the sum of (A) one-twelfth of the Executive’s highest average annual base salary with the Company during the three-year period prior to the Change in Control Date and (B) one-twelfth of the Executive’s highest annual target bonus amount with the Company during the three-year period prior to the Change in Control Date; (iii3) Accelerate provided the vesting of a pro rata amount of the Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Date of Termination occurs, such amount Executive is eligible to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vestmake, and Executive shall forfeit the remaining fifty percent (50%) of the Annual Equity Award scheduled to vest in fiscal 2014 as well as the remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and (iv) During the Severance Periodmakes, if the Executive elects to continue a timely election for continuation coverage under the Company’s group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”)) under any group health plan of the Company, continue continuation of coverage in effect for the Executive and any eligible dependents at the Date of Termination shall be provided under such plans of the Company group health benefit plans in which Company, without a premium charge or cost to the Executive and any dependents were entitled to participate immediately prior to for the twelve (12) month period commencing after the Date of Termination, or, if earlier, until the date the Executive is no longer eligible for COBRA (whether because the Executive is covered by a new employer’s group health plan or otherwise). In After the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the Company will reimburse Executive for the Company’s share expiration of the premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company. The COBRA health continuation period under Section 4980B of the Code shall run concurrently with the period of continued coverage set forth in the prior sentence concludes, the Executive shall be responsible for the payment of all further premiums attributable to COBRA continuation coverage at the same rate as the Company charges all COBRA beneficiaries. The Executive agrees to notify the Company immediately if the Executive becomes covered by another group health plan. (4) The Executive shall only be entitled to the severance and the COBRA payments (if applicable) under Section 2.2(a)(2)-(3) of this Section 5(b)(iv); providedAgreement if (A) the Executive executes (and then the Executive does not rescind, however, that as may be permitted by law) a general release of all claims against the Company and its affiliates in the event Employee obtains other employment that offers group health benefits, such continuation of COBRA coverage form required by the SM&A Confidential Page 2 of 13 Executive Retention Agreement Final Company and (B) the Executive continues to comply with the Executive’s continuing obligations under this Section 5(b)(ivthe Proprietary Information Agreement. The Company shall pay the Executive the severance payments and commence payments of the reimbursements described in Sections 2.2(a)(2)-(3) shall immediately ceaseon the first regular payroll period following the effective date of the general release as set forth in the general release.